Medical Implement’ definition
Medical Implement’ means a medical implement used in the delivery of a Therapeutic or in Theranostic or Diagnostic applications, and which may include, specialized probes, catheters, imaging equipment, or similar process. ‘Net Receipts’ The amounts received by the Licensee or its Group Companies from the grant of sub-licences under the Licensed Patents, less any Value Added Tax or other sales tax, based on the timing of cash received and irrespective of whether the amounts may be immediately recognized as revenue or must be treated as deferred under the accounting principles generally accepted in the United States of America. Net Receipts shall not include any (a) up-front non-recurring payments, (b) annual and/or milestone payments and (c) amounts received by Licensee or its Group Companies from a sub-licensee in consideration of conducting research or development work. ‘Net Sales Value’ The gross revenue (as recognized under accounting principles generally accepted in the United States of America), which has been actually collected (in the form of cash or equivalent) by the Licensee or its Group Companies on direct sales of Licensed Products to independent third parties in arm’s length transactions exclusively for money or, where the sale is not at arm’s length, the price that would have been so invoiced if it had been at arm’s length, after deduction of normal trade discounts actually granted and any credits actually given, and, provided the amounts are separately charged on the relevant invoice any costs of packaging, insurance, carriage and freight, any value added tax or other sales tax, and any import duties or similar applicable government levies. Notwithstanding the above: Transfer or provision of a product or service by the Licensee to a Group company for later sale, use or further licensing by such Group Company for the use, consumption by or benefit of an end customer shall not be considered a sale for the purpose of calculating Net Sales Value; and in the case of such a transfer, the only amount to be included in the calculation of Net Sales Value shall be the net sales price (calculated in accordance with exclusions and exceptions analogous to those set forth herein with respect to determining Net Sales Value) received by the Group Company from its end customer for such product or service; and The following types of transfers or provision of any product or service, and any associated consideration received therefore, shall not be included in Net Sales Value: (a...