Net Product Sales definition
Net Product Sales means the Gross Consideration from the Sale of Licensed Products less the following items directly attributable to the Sale of such Licensed Products that are specifically identified on the invoice for such Sale and borne by the Licensee, Affiliates, or Sublicensees as the seller: (a) discounts and rebates actually granted; (b) sales, value added, use and other taxes and government charges actually paid, excluding income taxes; (c) import and export duties actually paid; (d) freight, transport, packing and transit insurance charges actually paid or allowed; and (e) other amounts actually refunded, allowed or credited due to rejections or returns, but not exceeding the original invoiced amount. Additionally, if Licensee, its Affiliates or Sublicensees use a Licensed Product or a Licensed Process for its own internal purposes or otherwise in a situation that does not involve a Sale for which a royalty is paid under Section 3.2, then Net Product Sales shall also include an amount equal to the customary sale price charged to a third party for the same Licensed Product or Licensed Process, except for a reasonable quantity used internally solely for testing or quality control purposes, marketing or demonstration purposes, or seeking governmental approval (e.g., U.S. Food and Drug Administration clinical trial). If there is no customary sale price, then the Net Product Sales shall be an amount equal to the Fair Market Value.
Net Product Sales means [*]
Net Product Sales means the Gross Consideration from the Sale of Licensed Products [***] In the event that the Licensed Products are Sold as part of a Combination Product, Net Product Sales from the Sale of such Combination Product shall be calculated by multiplying the Net Product Sales (as determined without reference to this paragraph) of such Combination Product by a fraction
Examples of Net Product Sales in a sentence
For the avoidance of doubt, in no event shall any Net Product Sales attributable to any entity or assets acquired pursuant to or in connection with an Acquisition be counted for purposes of determining Borrower’s compliance with the financial covenant set forth in Section 6.1.
Credit Parties shall not permit Net Product Sales for any applicable Defined Period, as tested quarterly on the last day of each Defined Period commencing with the Defined Period ending on September 30, 2024, to be less than $180,000,000 (the “Applicable Minimum Net Product Sales Threshold”) for such Defined Period.
More Definitions of Net Product Sales
Net Product Sales means the Gross Consideration from the Sale of Licensed Products less the following items directly attributable to the Sale of such Licensed Products that are specifically identified on the invoice for such Sale and borne by the Licensee, Affiliates, or Sublicensees as the seller: (a) discounts and rebates actually granted; (b) sales, value added, use and other taxes and government charges actually paid, excluding income taxes; (c) import and export duties actually paid; (d) freight, transport, packing and transit insurance charges actually paid or allowed; and (e) other amounts actually refunded, allowed or credited due to rejections or returns, but not exceeding the original invoiced amount. Net Product Sales exclude a reasonable quantity used internally by Licensor, its Affiliates or Sublicensees solely for testing or quality control purposes, marketing or demonstration purposes, or seeking governmental approval (e.g., FDA clinical trials).
Net Product Sales means the Gross Consideration from the Sale of Licensed Products less the following items directly attributable to the Sale of such Licensed Products that are specifically identified on the invoice for such Sale and borne by the Licensee, Affiliates, or Sublicensees as the seller: (a) discounts and rebates actually granted; (b) sales, value added, use and other taxes and government charges actually paid, excluding income taxes; (c) import and export duties actually paid; (d) freight, transport, packing and transit insurance charges actually paid or allowed; and (e) other amounts actually refunded, allowed or credited due to rejections or returns, but not exceeding the original invoiced amount. Net Product Sales exclude a reasonable quantity used internally solely for testing or quality control purposes, marketing or demonstration purposes, or seeking governmental approval (e.g., U.S. Food and Drug Administration clinical trial).
Net Product Sales means payments actually received by the Company on purchase orders for Products procured by the Agent from customers in the Territory during the Term and subsequently accepted by the Company, after deduction, where applicable, for: (i) discounts, including cash discounts or other rebates, (ii) freight, postage, transportation, insurance and duties on shipment of Products, (iii) special packing charges, and (iv) any tax, government charge or duty (including any tax such as value added or similar tax) levied on the sale, transportation or delivery of Products.
Net Product Sales means, for any period, (a) the consolidated gross revenue of Borrowers and their Consolidated Subsidiaries generated solely through the commercial sale of Products (not including any Products that Borrowers or their Subsidiaries acquire by way of an Acquisition following the Closing Date) by Borrowers or their Consolidated Subsidiaries during such period, less (b)(i) trade, quantity and cash discounts allowed by Borrowers or their Consolidated Subsidiaries with respect to such Products, (ii) discounts, refunds, rebates, charge backs, retroactive price adjustments and any other allowances which effectively reduce net selling price of such Products, (iii) product returns and allowances with respect to such Products, (iv) allowances for shipping or other distribution expenses with respect to such Products, (iv) set-offs and counterclaims with respect to such Products, and (v) any other similar and customary deductions used by Borrower or their Consolidated Subsidiaries with respect to such Products in determining net revenues, all, in respect of (a) and (b), as determined in accordance with GAAP (as applicable) and in the Ordinary Course of Business.
Net Product Sales means all cash and non-cash consideration from the sale of Products less the following items directly attributable to the Sale of such Products and borne by Surviving Corporation (as defined below), its affiliates or licensees as the seller: (a) discounts and rebates actually granted; (b) sales, value added, use and other taxes and government charges actually paid, excluding income taxes; (c) import and export duties actually paid; (d) freight, transport, packing and transit insurance charges actually paid or allowed; and (e) other amounts actually refunded, allowed or credited due to rejections or returns, but not exceeding the original invoiced amount.
Net Product Sales means Revenues for the applicable fiscal year resulting solely from the sale of the Company’s products that are not combined or proposed to be combined with proprietary technology or products of any other Person. The determination as to whether Net Product Sales for any fiscal year shall have met or exceeded the applicable Milestone shall be made on the date that the Company’s independent registered public accounting firm delivers the audit report to the Board of Directors and stockholders of the Company regarding the financial statements of the Company for such fiscal year.
Net Product Sales means all cash and non-cash consideration (including, securities, discounts or credits provided to Licensee) obtained from the Sale, use or other exploitation of any Products by Licensee or its Affiliates (including any payment or other consideration received by Licensee or any of its Affiliates directly or indirectly from any end user for any use or other exploitation of any Product) less the following items directly attributable to the Sale of any such Product that are both itemized on a customer invoice and actually paid by Licensee or its Affiliate to a Third-Party: (a) sales, value added, use or other taxes or government charges actually paid, excluding income taxes; (b) import or export duties actually paid; (c) freight, transport, packing or transit insurance charges actually paid; or (d) other amounts actually refunded, allowed or credited due to rejections or returns, but not exceeding the original invoiced amount. Where a Product is not Sold, but is otherwise disposed of (such as given away for free for promotional purposes) or is sold in connection with another items or services, the “Net Product Sales” of such Product for the purposes of computing Royalties will be the net selling price at which a Product of similar kind and quality are currently being offered for sale by Licensee or any of its Affiliates (whichever is greater). For clarity, dispositions between or among Licensee and any of its Affiliates will not be deemed a Sale (except where such Affiliate is an end user of such goods or services), but Net Product Sales will include subsequent final sales to Third Parties by Licensee or its Affiliates.