Net Sales definition
Net Sales means [***].
Net Sales means:
(a) With respect to any Product, the gross invoiced sales of such Product by a party, its Affiliates, and its sublicensees to unrelated third persons, less the following deductions, to the extent included in the gross invoiced sales price for such Product or otherwise directly paid or incurred by a party, its Affiliates, or its sublicensees with respect to the sale of such Product:
(i) discounts, credits, rebates, allowances, adjustments, rejections, recalls and returns;
(ii) price reductions or rebates imposed by government authorities;
(iii) sales, excise, turnover, inventory, value-added, and similar taxes assessed on the royalty-bearing sale of such Product;
(iv) transportation, importation, shipping, insurance and other handling expenses directly chargeable to the royalty-bearing sale of such Product;
(v) chargebacks granted to drug wholesalers or their customers in the case of sales to drug wholesalers where there are no direct shipments to such customers by the selling party, its Affiliates or its sublicensees; and
(vi) the portion of any management fees paid during the relevant time period to group purchasing organizations that relate specifically to the royalty-bearing sale of such Product to such organizations, provided that such management fees shall not exceed [**] percent ([**]%) of the applicable gross invoiced sales of such Product.
(b) With respect to a Product which contains one or more Development Compounds combined as a single pharmaceutical product with one or more other therapeutically active ingredients (a “Combination Product”), the Net Sales of such Combination Product shall first be calculated in accordance with the definition of Net Sales under subsection (a), and then the Net Sales of such Combination Product shall be determined on a country-by-country basis as follows:
(i) multiply the Net Sales of such Combination Product by the fraction A/(A+B), where A is the total of the average selling prices of a Product containing the Development Compound(s) but not the other therapeutically active ingredients (a “Development Compound Product”) when sold separately as a pharmaceutical product in such country and B is the total of the average selling prices of each other active ingredient when sold alone as a pharmaceutical product in such country; or
(ii) if either the average selling price of all Development Compound Product(s) in such Combination Product or the average selling price of all other active ingredients in such Combina...
Net Sales means the gross amounts invoiced for sales of the Product by or on behalf of Licensee and its affiliates or permitted transferees, licensees and sublicensees (each a “Selling Party”) to Third Parties in the Territory, less the following deductions (the “Sales Deductions”), to the extent accrued or actually taken in accordance with GAAP (as generally and consistently applied by Selling Party):
Examples of Net Sales in a sentence
Each such report shall include the part numbers; quantity sold; gross sales and deductions therefrom consistent with Alamar’s standard reporting; and amount of Net Sales for each Research Alamar Kit and Diagnostic Alamar Kit sold by or for Alamar.
Biodexa’s payment of royalties due pursuant to Section 5.3 shall be due at the same time as the reporting covering the period in which the Net Sales were accrued, as provided in Section 5.6 (i.e., the end of the month next following the Calendar Quarter in which the Net Sales were accrued).
Not more than [***] days after each relevant Reporting Date, Alamar shall deliver to Abcam (at [***]), a written report, in a mutually agreed to format, setting out a full accounting of the royalties and other amounts due to Abcam for the preceding calendar quarter in accordance with this Agreement, including an accounting of the total Net Sales by Alamar and its Affiliates.
Not more than [***] days after each relevant Reporting Date, Alamar shall deliver to Abcam, a written report, in a mutually agreed to format, setting out a full accounting of the royalties and other amounts due to Abcam for the preceding calendar quarter in accordance with this Agreement, including an accounting of the total Net Sales by Alamar and its Affiliates.
Commencing on the Effective Date and continuing thereafter, Alamar shall pay to Abcam a [***] royalty on Net Sales.
More Definitions of Net Sales
Net Sales means the gross amount billed or invoiced by Licensee , its Affiliate, or its sublicensees (“Seller”) in U.S. dollars for the final end-user sale or other disposition of Licensed Products, less the following deductions (to the extent such deductions are not already deducted from the amount billed or invoiced and to the extent such deductions are not otherwise recovered or reimbursed):
(a) actual amounts, net of recoveries, of any discounts, charge backs, rebates, allowances for bad debts or uncollectible amounts (provided that such amounts have been formally designated as such in accordance with Seller’s internal accounting procedures, consistently applied) and allowances actually taken;
(b) sales, use, value added and excise taxes, import and customs duties, tariffs, and any other similar government charges, taxes, duties or tariffs, directly imposed against gross sales and to the extent actually paid by or charged to the account of the Seller;
(c) freight, insurance, packaging and insurance costs and other transportation charges to the extent included in the sales price;
(d) amounts corresponding to usual and customary retroactive price reductions actually taken, and
(e) amounts corresponding to credits, allowances or deductions for returns, or rejected or damaged goods, defects, recalls, commissions, stocking allowances, or marketing and promotional expenses. Notwithstanding the foregoing, “Net Sales” shall not include amounts (i) for any Licensed Product furnished to a third party for which payment (other than the cost of the Licensed Product) is not intended to be received, including, but not limited to, Licensed Products used in Clinical Trials and Licensed Products distributed as promotional and free goods or (ii) from sales or other dispositions of Licensed Products between Licensee and any of its Affiliates or between Licensee or any of its Affiliates and a sublicensee, unless such Affiliate or sublicensee, as the case may be, is an end-user of such Licensed Product.
Net Sales means […***…].
Net Sales means with respect to Product, the gross sales accrued in a particular period for financial reporting purposes of Products sold by MedImmune, its Affiliates and/or its Sublicensees, in each case to a Third Party and included in reported net sales, and in each case further including where the Product is sold in bulk form, any additional amounts accrued by MedImmune, its Affiliates or Sublicensees from the fill, finish or sale of such Product made from such bulk form, and in each case after deducting for the following sales allowances and expenses directly related to gross sales of the applicable Product, if not previously deducted, from the gross sales amount invoiced:
(a) trade, quantity and/or cash discounts, allowances or rebates, including promotional, service or similar discounts or rebates and discounts or rebates to governmental or managed care organizations, to the extent actually given or allowed in connection with Product;
(b) credits or allowances actually granted with respect to Products by reason of rejection, defects, recalls or returns, or chargebacks;
(c) any non-refundable tax, tariff, duty or government charge (including any sales, value added, excise or similar tax or government charge, but excluding any income tax) levied on the invoiced amount of the Product;
(d) a reasonable allowance for bad debt, which allowance for bad debt for a calendar year shall be adjusted in the last quarter of a calendar year to reflect the amount of bad debt actually written off for sales of Product for that calendar year;
(e) any charges for freight, postage, shipping or transportation, or for shipping insurance incurred in transporting the Product to Third Parties (if and to the extent included in the amount invoiced to the Third Party); and
(f) administrative fees paid to group purchasing organizations, managed care entities or other similar types of organizations or networks participating in the distribution and/or sale of Product. MedImmune shall make periodic adjustments of the amounts described in (a) through (f) to its initial accruals of such amounts applied in a prior calendar quarter to reflect amounts actually incurred or taken and provide to IDC reasonable documentation supporting the reconciliation. Net Sales shall be determined in accordance with ***.
(A) In the event a Product is sold as part of a Combination Product and the Product is also sold separately from the Combination Product, the Net Sales from such Combination Product, shall be the...
Net Sales means the gross revenues received by Licensee from the Sale of Licensed Products less sales and/or use taxes actually paid, import and/or export duties actually paid, outbound transportation prepaid or allowed, and amounts allowed or credited due to returns (not to exceed the original billing or invoice amount).
Net Sales means the gross amounts invoiced by Licensee or its Affiliate for sales of Licensed Products to Customers, less the sum of the following actual and customary deductions:
(a) cash, trade, quantity and other discounts, including chargebacks, retroactive price reductions, rebates (whether or not Government- mandated), and discounts in the form of wholesaler inventory management fees;
(b) sales, value added (only to the extent of amounts actually paid and not refunded, reimbursed or credited), use, tariff, import/export duties or other excise taxes when included in the gross invoice price, but not value-added taxes assessed upon such sales that are not included in the gross invoice price or income taxes on income derived from such sales;
(c) transportation and associated insurance, freight, packaging and customs charges when included in the gross invoice price;
(d) allowances or credits to customers because of rejections, returns, or recalls; and
(e) deductions for bad debts, not to exceed two percent (2%) of the total amount invoiced, in accordance with International Financial Reporting Standards principles, provided that such amounts will be included in Net Sales when recovered. For purposes of calculating Net Sales, a sale to an Affiliate for end use by the Affiliate will be treated as a sale at list price. End use does not include: (a) use in a Clinical Trial if for no cost or for de minimis value, (b) charitable or compassionate use purposes if for no cost or for de minimis value, or (c) quantities provided for resale where royalties will be paid to Pfizer on the resale. For the avoidance of doubt, Net Sales shall not include (i) consideration paid or owed to Licensee for any sale to Pfizer, an Affiliate of Pfizer, or an MPP Licensee that is not for end use by each of such parties, or (ii) consideration paid or owed to Pfizer or its Affiliates for any use or sale by Pfizer or its Affiliates of Licensed Product sold to Pfizer or its Affiliates by Licensee. Net Sales and all deductions allowed in computing Net Sales shall be determined on an accrual basis in accordance with International Financing Reporting Standards principles, consistently applied.
Net Sales means the total gross receipts for sales of Licensed Products or practice of Licensed Processes by or on behalf of Licensee or its sublicensees, and from leasing, renting, or otherwise making Licensed Products available to others without sale or other dispositions, whether invoiced or not, less returns and allowances, packing costs, insurance costs, freight out, taxes or excise duties imposed on the transaction (if separately invoiced), and wholesaler and cash discounts in amounts customary in the trade to the extent actually granted. No deductions shall be made for commissions paid to individuals, whether they be with independent sales agencies or regularly employed by Licensee, or sublicensees, and on its payroll, or for the cost of collections.
Net Sales with respect to any Drug Product shall mean the gross amount invoiced by Vertex and any Vertex Affiliate, licensee or sublicensee for that Drug Product sold in bona fide, arms-length transactions to Third Parties for use in the Field, less (i) quantity and/or cash discounts from the gross invoice price which are actually allowed or taken; (ii) freight, postage and insurance included in the invoice price; (iii) amounts repaid or credited by reasons of rejections or return of goods or because of retroactive price reductions specifically identifiable to the Drug Product; (iv) amounts payable resulting from government (or agency thereof) mandated rebate programs; (v) third-party rebates to the extent actually allowed; (vi) invoiced customs duties and sales taxes (excluding income, value-added and similar taxes), if any, actually paid and directly related to the sale that are not reimbursed by the buyer; and (vii) any other specifically identifiable amounts included in the Drug Product’s gross invoice price that should be credited for reasons substantially equivalent to those listed above; all as determined in accordance with Vertex’s usual and customary accounting methods, which are in accordance with generally accepted accounting principles.
1.25.1 In the case of any sale or other disposal of a Drug Product between or among Vertex and its Affiliates, licensees and sublicensees, for resale, Net Sales shall be calculated as above only on the value charged or invoiced on the first arm’s-length sale thereafter to a Third Party;
1.25.2 In the case of any sale which is not invoiced or is delivered before invoice, Net Sales shall be calculated at the time of shipment or when the Drug Product is paid for, if paid for before shipment or invoice;
1.25.3 In the case of any sale or other disposal for value, such as barter or counter-trade, of any Drug Product, or part thereof, other than in an arm’s length transaction exclusively for money, Net Sales shall be calculated as above on the value of the consideration received or the fair market price (if higher) of the Drug Product in the country of sale or disposal;
1.25.4 In the event the Drug Product is sold in a finished dosage form containing the Drug Product in combination with one or more other active ingredients (a “Combination Product”), the Net Sales of the Drug Product, for the purposes of determining royalty payments, shall be determined by [***] The principles of this section shall also apply to a Combination Pro...