Average Net Sales Price means (x) the average Net Sales Price (as calculated for transfers under subsection (a) of this clause), over the one-year period preceding the date of transfer that is within subsection (b) of this clause, of the same type and model of product (as the case may be) and in the same country as such transferee; (y) if such one-year average Net Sales Price data is unavailable, then the Licensee’s, Affiliate’s, or distributor’s published list price of such product for end users in such country as the transferee; or (z) if data is unavailable under part (x) or (y), then the fair market value (with reference to the sales price of comparable products).
Average Net Sales Price for a product in each country means Inverness's, or any Inverness affiliate's, actual Net Sales for such product in such country during a calendar quarter divided by the total number of units of such product sold in such country during such calendar quarter.
Average Net Sales Price means the average net sales price of a particular Product in the Territory, calculated on a monthly basis, by dividing the Net Sales of the Product in the Territory effected in a particular calendar month by the number of patient doses of the Product accounting for the Net Sales in such calendar month.
Examples of Average Net Sales Price in a sentence
If Inverness's Average Net Sales Price for that Product in that country during any calendar quarter during the Royalty Term for such country is *, then the royalty payable for each such Product Sold during such calendar quarter would be equal to the Minimum Royalty Value for such Product in such country plus *.
By way of example, if Inverness's Average Net Sales Price of a Product in a given country in any calendar quarter during the Royalty Term for such country is less than *, then the royalty payable for each such Product Sold during such calendar quarter would be equal to the Minimum Royalty Value for such Product in such country.
Notwithstanding the above stated Minimum Projected Average Net Sales Price the Parties agree in the event the Actual Average Net Sales Price for three consecutive months is less than the Minimum Projected Average Net Sales Price, the Parties shall meet and agree in good faith a revised Minimum Projected Average Net Sales.
Notwithstanding anything to the contrary contained in this Agreement, the Projected Average Net Sales Price for the Product shall not be less than the Minimum Projected Average Net Sales Price unless the Parties meet, confer and agree on a different Projected Average Net Sales Price.
In addition, Licensee shall pay to AB a royalty of [***] of the Average Net Sales Price (calculated in the same manner per Section 1.21(Net Sales) as a non-arms length sale of such products occurring on the date such services are rendered) of any Licensed Real-Time Thermal Cyclers, and repair or replacement components thereof, that are used by Licensee in providing services.
More Definitions of Average Net Sales Price
Average Net Sales Price means (A) the average of Net Sales Price for transfers under Section 1.14(a) over the one year period preceding the date of transfer that is within this Section 1.14(c) of the same type and model of Licensed Product and in the same country as such transferee; (B) if such one-year average Net Sales Price data is unavailable, then the seller’s (Licensee or its Affiliate) published end user list price of such Licensed Product for end users in such country as the transferee; or (C) if data is unavailable under part (A) or (B), then the fair market value (with reference to the sales price of comparable products).
Average Net Sales Price means
Average Net Sales Price means (x) the average Net Sales (as calculated for Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. transfers under Section 1.21(a)) over the two calendar quarter period, spanning the quarter in which such transfer that is within this Section 1.21(b) occurred and the preceding quarter, of the same type and model of product (as the case may be) and in the same country as such transferee; (y) if such average Net Sales data is unavailable, then the Licensee’s, Affiliate’s or distributor’s published list price of such product for end users in such country as the transferee; or (z) or if data is unavailable under part (x) or (y), then the fair market value (with reference to the sales price of comparable products). For any sales under which [***] shall be entitled to [***]. In the event Licensee is unable to account for end user sales by any distributor, the Net Sales shall be calculated as [***].
Average Net Sales Price shall apply to performance of a Licensed Assay utilizing a Licensed Product in a country or region (as specified below), when there are any Straight Sales of Licensed Products that are distributed to third parties in that country or region in a reporting period. “Average Net Sales Price” shall mean the Net Sales Price of Straight Sales of the Licensed Products to third parties in the same country or region during the reporting period, but not less than the minimum amount specified below. Countries and regions and applicable minimum amounts of Average Net Sales Price for each are: United States of America, [***] US dollars United Kingdom, [***] British pounds Europe outside the United Kingdom, [***] Euros Canada, [***] US dollars Mexico, Central America, South America, and the Caribbean, [***] US dollars Middle East, [***] Euros Africa, [***] Euros Australia and New Zealand, [***] US dollars Asia, [***] Euros THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Average Net Sales Price means the Net Sales Price of Straight Sales of the Licensed Products to third parties in the same country or region during the reporting period, but not less than the minimum amount specified below. Countries and regions and applicable minimum amounts of Average Net Sales Price for each are: United States of America, [***] US dollars United Kingdom, [***] British pounds Europe outside the United Kingdom, [***] Euros Canada, [***] US dollars Mexico, Central America, South America, and the Caribbean, [***] US dollars Middle East, [***] Euros Africa, [***] Euros Australia and New Zealand, [***] US dollars Asia, [***] Euros THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Average Net Sales Price means, with respect to sales of each Product in a given country in the Territory during any applicable period, (i) the aggregate gross invoice price for each Product actually sold by Genzyme to Third Parties less, to the extent actually incurred, charged or credited to the Third Party and identified on the invoice or other documentation related to the sale, (ii) the sum of (a) trade or cash discounts, quantity discounts, rebates and other price reductions, (b) Product returns; provided, that no charge may be taken for the return by Third Parties of Obsolete Products without the approval of the Collaboration Committee, (c) bad debt write-offs, (d) packaging, shipping and other delivery charges (excluding any such charges included in Manufacturing Costs), (e) sales, value added, excise and other direct taxes, and (f) any losses or charges related to foreign currency exchange for Products purchased by Genzyme from Focal in Dollars and sold by Genzyme in a foreign currency, and the resulting difference between (i) and (ii) divided by (iii) the number of units of the relevant Product sold during the period. Average Net Sales Price shall be determined on a Product-by-Product basis and country-by-country basis. Average Net Sales Price shall be calculated in Dollars and if any payments are made to Genzyme by a Third Party in foreign currency, such payments shall be converted to Dollars at the rate and pursuant to the procedures determined by the Collaboration Committee. Average Net Sales Price shall not include sales between Genzyme and any of its Affiliates intended for resale; in such cases, the resale by such Affiliate shall be the sale included in the calculation of Average Net Sales Price. If the sale of any Product is associated, by contract or course of dealing, with the use or sale of one or more other products or services (a "Multiple Products Sale"), the Average Net Sales Price shall be calculated by the Collaboration Committee based upon a recommendation from Genzyme to the Collaboration Committee, and shall equal a fair and equitable allocation of all consideration received in connection with a Multiple Products Sale, considering the nature and economic value of each Product in the Multiple Products Sale, but the Average Net Sales Price shall not be less than the Average Net Sales Price for the Product sold alone (in similar quantities) during the calendar quarter during which such Multiple Product Sale occurs, and shall be subject to review and approv...
Average Net Sales Price means, with respect to any country in the Territory in any specified time period, the total Net Sales of the Product in that country during such time period, divided by the number of Product units sold in such time period.