Common use of Net Sales Clause in Contracts

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Products, less the following items, to the extent directly applicable to such sales of Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Products; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recalls; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts). Net Sales shall include all consideration charged by Licensee or Sublicensees 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 is delivered or generated, or when the Product is shipped for delivery, whichever occurs first. Sales of Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual 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 provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or other 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.

Net Sales. The term “"Net Sales” " shall mean the gross amounts total amount invoiced to third parties on sales of Licensed Products by Licensee and Licensee, its Affiliates, or Sublicensees, or any of them, on all sales of Productsfor which royalties are due under Article 3 below, less the following items, reasonable and customary deductions to the extent directly applicable to such sales of Products invoiced amounts: (if not previously deducted from the amount invoiced): (ai) reasonable and customary all trade, cash and quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid credits, discounts, refunds or credited by Licensee or Sublicensee to wholesalers of Productsgovernment rebates; (bii) reasonable and customary rebates and amounts for claims, allowances or credits for returns, retroactive price reductions actually grantedreductions, or chargebacks; (ciii) credits or allowances actually granted upon claims of nonconforming Productspackaging, rejections or returns of Products handling fees and prepaid freight, sales taxes, duties and other governmental charges (including recalls; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Productvalue added tax); and (fiv) salesprovisions for uncollectible accounts determined in accordance with reasonable accounting practices, use or excise taxes imposed consistently applied to all products of the selling party; provided, however, that in the case of Patient-Specific Licensed Products, "Net Sales" shall equal thirty percent (30%) of the foregoing amounts (after the deductions described in (i) through (iv) above). For purposes of the foregoing, it is understood that Net Sales shall include only the amount invoiced for materials consisting of Licensed Products (less the foregoing deductions and actually paid adjustments) and shall not include charges related to services (other than cell separation and expansion) performed in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts). such Licensed Products; accordingly, Net Sales shall include all consideration charged by Licensee not include, without limitation, charges for apheresis, reinfusion, surgical procedures, hospital stays or Sublicensees 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 propertylike. For purposes the removal of determining Net Salesdoubt, a sale shall be deemed to have occurred when an invoice therefor is delivered or generated, or when the Product is shipped for delivery, whichever occurs first. Sales of Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions sales by Licensee to its Affiliates for [***]. The deductible items listed in sub-clauses (a)-(f) above resale, provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall be either (i) included as line items include the amounts invoiced by such Affiliate to third parties on the invoiceresale of such Licensed Product. In the event that Licensee grants a sublicense hereunder, or (ii) documented as being specifically attributable to actual and receives payments based upon the Sublicensee's sales of Products Licensed Products, Licensee may upon approval by Scripps, which approval shall not be unreasonably withheld, substitute the definition of "Net Sales," used by the Sublicensee to calculate payments to Licensee in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization place of the selling party, and provided that foregoing definition of "Net Sales" for purposes of calculating royalties payable to Scripps on such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or other 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 receivedSublicensee's sales.

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Licensed Products, less the following items, to the extent directly applicable to such sales of Licensed Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsgranted; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims of nonconforming Licensed Products, rejections or returns of Products including recallsLicensed Products; (d) prepaid freight charges for the delivery of Licensed Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (fe) sales, use or excise taxes imposed and actually paid in connection on the with the sale of Licensed Products (but excluding any value added taxes or taxes based on income or gross receipts). Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Products, Licensed Products including without limitation any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. monetary payments or, with regard to any other property paid in exchange for any Licensed 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 is delivered or generated, or when the Product is shipped for delivery, whichever occurs first[***]. Sales of Licensed Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(fa) — (e) above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual sales of Licensed 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 provided that such amounts are included in the quarterly [***] Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.65.4. If Licensee or other 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.

Net Sales. The term “Net Sales” shall mean the gross amounts amount invoiced by Licensee and its SublicenseesLicensee, or sublicensees, or any of themits Affiliates, on all sales of Licensed Products, Licensed Processes and Licensed Services less the following items, to the extent directly applicable to such sales of Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, cash and quantity and cash discounts or rebates actually granted and authorized wholesaler chargebacks actually paid allowed or credited by Licensee taken, including discounts or Sublicensee rebates to wholesalers of Productsgovernmental or managed care organizations; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims given or made for rejection of nonconforming Productsor return of, rejections previously sold Licensed Products or returns for retroactive price reductions (including Medicare and similar types of Products including recallsrebates); (c) any charges for insurance, freight, and other transportation costs directly related to the delivery of Licensed Product to the extent included in the gross invoiced sales price; (d) freight charges for any tax, tariff, duty or governmental charge levied on the sales, transfer, transportation or delivery of Productsa Licensed Product (including any tax such as a value added or similar tax or government charge) borne by the seller thereof, other than franchise or income tax of any kind whatsoever; (e) any import or export duties or their equivalent borne by the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts)seller. Net Sales shall include all consideration charged by Licensee Licensee, sublicensees or Sublicensees its Affiliates in exchange for any Licensed Products, including Licensed Processes, and Licensed Services, including, without limitation limitation, any monetary payments or, with regard to or any other property paid in exchange for any Productswhatsoever; and (f) [***] * Confidential Information, an amount in cash equal to indicated by [***], has been omitted from this filing and filed separately with the fair market value of such property. Securities and Exchange Commission For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered shall be generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs firstLicensed Process is completed, or Licensed Service is provided. Sales of Licensed Products by Licensee, or sublicensee of Licensee to any Affiliate or sublicensee which is a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale reseller thereof shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates or Sublicensees sublicensees of Licensee to unrelated parties shall be deemed Net Sales hereunder. For the avoidance of doubt, “Net Sales” shall not include (i) transfers for product testing or control; (ii) promotional distribution to potential purchasers; (iii) distribution for research on behalf of Licensee or any of its sublicensees; or (iv) any transfer made in connection with a Regulatory Approval process; or (v) transfer of a Licensed Product or performance of a Licensed Process or Licensed Service, by Licensee to an Affiliate or sublicensee for later resale to or use by an end customer, provided, however, that if the price invoiced by Licensee for the transfer to such Affiliate or sublicensee is higher than the price invoiced by such Affiliate or sublicensee for the subsequent resale to or use by the end customer, the Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included as line items determined on the invoice, gross amount invoiced by Licensee to such Affiliate or (ii) documented as being specifically attributable to actual 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 partysublicensee, and provided that not on the gross amount invoiced by such amounts are included in Affiliate or sublicensee to the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or other 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 receivedend consumer.

Net Sales. The term “Net Sales” shall mean mean, with respect to a Licensed Product, the gross amounts amount invoiced by Licensee and or on behalf of the LLC or of its Sublicensees, or any of themfor Licensed Products sold to Third Parties in bona fide, on all sales of Productsarm’s-length transactions, less the following items(collectively, the “Permitted Deductions”): (i) trade, cash, promotional and quantity discounts, and wholesaler fees; (ii) taxes on sales (such as excise, sales or use taxes or value added taxes) to the extent imposed upon and paid directly applicable with respect to such the sales price (and excluding national, sales or local taxes based on income); (iii) freight, insurance, packing costs and other transportation charges to the extent included in the invoice price to the buyer; (iv) amounts repaid or credits taken by reason of Products damaged goods, rejections, defects, expired dating, recalls, returns or because of retroactive price changes; (if not previously deducted from the amount invoiced): v) charge back payments and rebates granted to (a) reasonable and customary trademanaged healthcare organizations, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Products; (b) reasonable and customary rebates and retroactive price reductions actually granted; federal, state and/or provincial and/or local governments or other agencies, (c) credits purchasers and reimbursers, or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recalls; (d) freight charges for trade customers, including without limitation, wholesalers and chain and pharmacy buying groups, all only to the delivery of Productsextent permitted by applicable law and regulations; (evi) documented customs duties actually paid by the Selling Person; and (vii) any other reduction or specifically identifiable amounts included in the Licensed Product’s gross invoice that are creditable for reasons substantially equivalent to those listed above. Sales between or among the LLC or its Sublicensees shall be disregarded for purposes of calculating Net Sales. The following provisions apply to sales of Combination Products. If a Licensed Product is sold as a Combination Product (a “Combination Sale”), the Net Sales for such Licensed Product shall be the [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically Net Sales amount attributable to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts). Net Sales shall include all consideration charged by Licensee or Sublicensees 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 Combination Sale allocable 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 is delivered or generated, or when the Product is shipped for delivery, whichever occurs first. Sales of Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included Licensed Ingredient determined as line items on the invoice, or (ii) documented as being specifically attributable to actual 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 provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or other 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.follows:

Net Sales. The term “"Net Sales” " shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Products, Licensed Processes and Licensed Services, less the following items, to the extent directly applicable to such sales of Products Products, Licensed Processes or Licensed Services (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Products; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recalls; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts)[…***…]. Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Products, Licensed Processes or Licensed Services, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products, Licensed Processes or Licensed Services, 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 is delivered or generated, or when the Product is shipped for delivery, whichever occurs first[…***…]. Sales of Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) [...***...] above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual sales of Products Products, Licensed Processes or Licensed Services 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 provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.65.3. If Licensee or other 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.

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Licensed Products, less the following items, to the extent directly applicable to such sales of Licensed Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsgranted; (b) reasonable and customary rebates and retroactive price reductions actually granted, including but not limited to rebates and chargeback payments granted to managed health care organizations, pharmacy benefit managers (or equivalents thereof), national, state/provincial, local, and other governments, their agencies and purchasers and reimbursers, or to trade customers; (c) credits or allowances actually granted upon claims of nonconforming Licensed Products, rejections or returns of Products including recallsLicensed Products; (d) prepaid freight charges for the delivery of Licensed Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (fe) sales, use or excise taxes imposed or other governmental taxes charged and actually paid in connection on the with the sale of Licensed Products (but excluding any value added taxes or taxes based on income or gross receipts). receipts Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Licensed 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 is delivered generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs first. Sales of Licensed Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Notwithstanding the foregoing, Net Sales shall not include transfers the use of any Licensed Product in any clinical, pre-clinical or dispositions for [***]non-clinical research or development activities, or provision of License Products in a sampling program or compassionate use program in which no monetary or other consideration is paid to or received by Licensee or any Sublicensee. The deductible items listed in sub-clauses (a)-(fa) – (e) above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual sales of Licensed 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 provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.65.4. If Licensee or other 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.

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee Licensee, its Affiliates, and its Sublicensees, or any of them, on all sales of Products, Licensed Products less the following items, to the extent directly applicable to such sales of Licensed Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity quantity, cash, and cash discounts other discounts, allowances, or rebates actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsgranted; (b) reasonable and customary rebates and rebates, retroactive price reductions reductions, and other price adjustments actually grantedgranted (including adjustments arising from consumer discount programs); (c) credits credits, refunds, or allowances actually granted upon claims of nonconforming nonconforming, defective, or damaged Licensed Products or [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. rejections, returns, or recalls of Licensed Products, rejections or returns of Products including recalls; (d) freight freight, handling, and insurance charges for the delivery of Licensed Products; (e) the portion of the administrative fees paid during the relevant time period chargebacks, rebates, reimbursements or similar payments or adjustments granted to group purchasing wholesalers or other distributors, buying groups, health care insurance carriers or other institutions, pharmacy benefit management companies, health maintenance organizations or other health care organizations, pharmaceutical benefit managers or any governmental or regulatory authority or agency (including their purchasers and/or government-mandated Medicare reimbursers); or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use consumption, use, value added, excise, or similar taxes, tariffs, or customs or excise taxes duties imposed and actually paid in connection with respect to the sale sale, importation, or exportation of Licensed Products (but excluding any value added taxes or taxes based on income or gross receiptsreceipts of a business entity). Net Sales shall include all consideration charged by Licensee Licensee, Affiliates, or Sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Licensed 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 is delivered generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs first. Sales of Licensed Products by Licensee to a Sublicensee Licensee, an Affiliate, or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee or Sublicensee for resale shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates Affiliate(s) or Sublicensees Sublicensee(s) to unrelated third parties not themselves constituting an Affiliate or Sublicensee shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(fa) – (f) above shall be either (i) included as line items on the invoice, invoice or (ii) documented as being specifically attributable to actual sales of Licensed 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 provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.66.2. If Licensee Licensee, an Affiliate, or other selling party a Sublicensee receives refunds or reimbursements of any amounts previously deducted from gross sales in their calculation of Net Sales as set forth hereinherein (such refunds or reimbursements, “Unwound Sales Deductions”), then the amount of such refunded or reimbursed amounts Unwound Sales Deductions shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are received. For purposes of clarity, neither the sale or other disposition of any Licensed Product for use in clinical trials, pre-clinical studies or other research or development activities by or on behalf of Licensee or any Affiliate or Sublicensee, nor sale, disposal or transfer of Licensed Products in, or for use in, a sampling or other promotional program or compassionate use program shall, in each case, to the extent no monetary or other consideration in excess of the cost to manufacture or supply such Licensed Product is paid to or received by Licensee or any Affiliate or Sublicensee, give rise to any Net Sales.

Net Sales. The term “Net Sales” Sales shall mean the gross amounts invoiced for sales of a Licensed Product by Licensee and Licensee, its Affiliates or its Sublicensees, or any as appropriate, to non-Affiliate Third *** Information redacted pursuant to a confidential treatment request. An unredacted version of them, on all sales of Productsthis exhibit has been filed separately with the Commission Parties (other than Licensee's Sublicensees hereunder), less the following items, to the extent directly applicable to such sales sum of Products (if not previously deducted from the amount invoiced): (ai) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid allowed or credited by Licensee or Sublicensee to wholesalers of Products; paid, (bii) reasonable and customary rebates and refunds, rebates, chargebacks, retroactive price reductions adjustments (including Medicaid, managed care and similar types of rebates), service allowances and broker's or agent's commissions actually granted; allowed or paid, (ciii) credits or allowances actually granted upon claims of nonconforming Products, given or made for rejections or returns of Products including recalls; previously sold products or for wastage replacement actually taken or allowed, (div) freight taxes, duties or other governmental charges levied on or measured by the billing amount, as adjusted for rebates and refunds, and (v) charges for shipping, freight and insurance directly related to the delivery distribution of the Licensed Product (excluding amounts reimbursed by Third Party customers). Sales of a Licensed Product by and between a Party and its Affiliates and Sublicensees are not sales to Third Parties and shall be excluded from Net Sales calculations for all purposes. Sales of a Licensed Product for use in conducting clinical trials of such Licensed Product in a country of the Licensed Territory in order to obtain regulatory approval of such Licensed Product in such country shall be excluded from Net Sales calculations for all purposes. If a Licensed Product (a) consists of both (i) components causing such product to be a Licensed Product and (ii) other components or (b) is sold together with one or more other products for a single invoiced price (e.g., where a product is a medical device comprised of one component that is Licensed Product and other components that are not Licensed Products; , or where a medical device that is a Licensed Product is packaged for sale with a second medical device that is not a Licensed Product) (e) each, a "Combination Sale"), the Net Sales for such Licensed Product shall be the portion of such Combination Sale properly allocable to such Licensed Product, determined as follows. Except as provided below, the administrative fees paid during Net Sales for a Licensed Product sold in such a Combination Sale shall equal the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the gross amount invoiced for sale of Products (but excluding the Licensed Product and any value added taxes and all other products or taxes based on income or gross receipts). components, as the case may be, included in such Combination Sale reduced by the adjustments specified above in the definition of Net Sales shall include all consideration charged (the "Net Combination Sale Amount"), multiplied by Licensee the fraction A/(A+B), where: * * * In the event that Licensee, its Affiliate or Sublicensees 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 is delivered or generated, or when the Product is shipped for delivery, whichever occurs first. Sales of Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”)Sublicensee, as applicable, consistently applied throughout separately sells the organization Licensed Product included in a Combination Sale in a country, but does not separately sell all of the selling partyother products or components, and provided as the case may be, included in such Combination Sale in such country, the calculation of "Net Sale" resulting from such Combination Sale shall be determined by multiplying the Net Combination Sale Amount by the fraction A/C where: * * * In the event that Licensee, its Affiliate or Sublicensee, as applicable, does not separately sell the Licensed Product contained in a Combination Sale in the country where such amounts are Combination Sale occurs, but does separately sell all of the other products or components, as the case may be, included in the quarterly Royalty Reports that Licensee sends to TSRI Combination Sale in such country, the calculation of Net Sales resulting from such Combination Sale shall be determined by multiplying the Net Combination Sale Amount by the fraction (C-D)/C, where: *** Information redacted pursuant to Section 4.4.6a confidential treatment request. If Licensee or other selling party receives refunds or reimbursements An unredacted version of this exhibit has been filed separately with the Commission * * * Where the calculation of Net Sales resulting from a Combination Sale in a country cannot be determined by any amounts deducted as set forth hereinof the foregoing methods, then the calculation of Net Sales for such refunded or reimbursed amounts Combination Sale shall be considered that portion of the Net Sales Combination Sale Amount reasonably determined in good faith mutually by the Parties which properly reflects the value of the Licensed Product included in the applicable reporting period in which such refunded or reimbursed amounts are receivedCombination Sale.

Net Sales. The term “Net Sales” shall mean the gross amounts amount invoiced by Licensee and its SublicenseesLicensee, or sublicensees, or any of them, on all sales of ProductsLicensed Products in the country of sale, less the following items, to the extent directly applicable to such sales of Products (if not previously deducted from the amount invoiced): (a) reasonable discounts, chargebacks (only on a product by product basis) and customary trade, quantity and cash discounts rebates actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsallowed; (b) reasonable and customary rebates and credits for claims, allowances, retroactive price reductions actually grantedreductions, returned goods or recalls; (c) credits or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recallsprepaid freight and insurance; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use sales or excise taxes imposed and taxes, duties or other governmental charges actually paid in connection with the sale sales of Licensed Products (but excluding any what are commonly known as income taxes and, if not reimbursed, value added taxes or taxes based on income or gross receiptstaxes); and (e) any payment in the nature of a rebate in respect of sales to any governmental authority in respect of any government-subsidized program, including, without limitation, Medicare and Medicaid rebates. Net Sales shall include all consideration charged by Licensee or Sublicensees sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or, with regard to or any other property paid in exchange for any Products, an amount in cash equal to the fair market value of such propertywhatsoever. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered therefore shall be generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs first. Sales of Licensed Products by Licensee or sublicensee of Licensee to a Sublicensee any Affiliate, sublicensee or Affiliate Licensee for resale or by a Sublicensee to an Affiliate transfer of Licensee active pharmaceutical (API) for resale making of Licensed Products for sale shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates Affiliates, sublicensees or Sublicensees Licensee to unrelated parties shall be deemed Net Sales hereunder. Providing Licensed Product at no charge for preclinical, clinical, “compassionate use,” or regulatory purposes or as samples, and sales of Licensed Product for “compassionate use,” shall not be included in Net Sales. In the event a Licensed Product is sold in combination with other components which if sold alone would not be subject to a royalty payment hereunder (a “Combination Product”), Net Sales of the Licensed Product, for purposes of this Agreement, shall be calculated by multiplying the actual Net Sales of the Combination Product by the fraction A/(A+B), where A is the gross selling price, during the royalty period in question, of the Licensed Product sold separately (i.e., without the other components) and B is the gross selling price, during the royalty period in question, of the other components sold separately. In the event that no such separate sales are made, Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included as line items on calculated by multiplying the invoice, or (ii) documented as being specifically attributable to actual sales Net Sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”the Combination Product by the fraction C/(C+D), as applicable, consistently applied throughout where C is the organization fair market value of the selling partyLicensed Product (not including the other components) and D is the fair market value of such other components, and provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or other 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 receivedcosts being determined using generally accepted accounting principles consistently applied.