MATERIAL B definition
MATERIAL B means the specific biological and/or chemical materials discovered, conceived, purified or developed in the laboratory of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ and which are identified in Appendix A to this Agreement
MATERIAL B means the specific biological and/or chemical materials discovered, conceived, purified or developed in the laboratory of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ and which are identified in Appendix A to this Agreement 3 1.13 “MODIFICATIONS” shall mean any material obtained by modification of the MATERIAL, PROGENY or UNMODIFIED DERIVATIVES created by COMPANY or an AFFILIATE including any material which contains/incorporates any portion of the MATERIAL, PROGENY or UNMODIFIED DERIVATIVES, or any substances which contain/incorporate the aforementioned modified MATERIAL, PROGENY or UNMODIFIED DERIVATIVES 1.14 "NET SALES" shall mean the gross amount billed by COMPANY, SUBLICENSEES and its AFFILIATES for LICENSED PRODUCTS and LICENSED PROCESSES, less the following: (i) customary trade, quantity, or cash discounts to the extent actually allowed and taken; (ii) amounts repaid or credited by reason of rejection or return; (iii) to the extent separately stated on purchase orders, invoices, or other documents of sale, any taxes or other governmental charges levied on the production, sale, transportation, delivery, or use of a LICENSED PRODUCT or LICENSED PROCESS which is paid by or on behalf of COMPANY; and (iv) outbound transportation costs prepaid or allowed and costs of insurance in transit. No deductions shall be made for commissions paid to individuals whether they be with independent sales agencies or regularly employed by COMPANY or its AFFILIATES and on their respective payrolls, or for cost of collections. NET SALES shall occur on the date of billing for a LICENSED PRODUCT or LICENSED PROCESS. If a LICENSED PRODUCT or a LICENSED PROCESS is distributed at a discounted price that is substantially lower than the customary price charged by COMPANY or its AFFILIATES, or distributed for non-cash consideration (whether or not at a discount), NET SALES shall be calculated based on the non-discounted amount of the LICENSED PRODUCT or LICENSED PROCESS charged to an independent third party during the same REPORTING PERIOD or, in the absence of such sales, on the fair market value of the LICENSED PRODUCT or LICENSED PROCESS. Non-monetary consideration shall not be accepted by COMPANY or any AFFILIATE for any LICENSED PRODUCTS or LICENSED PROCESSES without the prior written consent of M.I.T. In the event that non-monetary consideration is received for LICENSED PRODUCTS, NET SALES shall be calculated based on the fair market value of such non-monetary consideration (including all elements of s...