Net Sales Price definition
Net Sales Price means the total invoiced amount for each Licensed Product sold, minus, where separately itemized on the invoice, any applicable costs related to packaging, insurance, shipping, delivery, standard trade discounts, sales taxes [including Value Added Tax], freight, and duty charges. However, if the Licensed Products are: (i) sold or distributed in a transaction that is not conducted at arm’s length; or (ii) sold or distributed to a Licensee affiliate, then the Net Sales Price for such transactions shall be calculated based on the price that would have been charged under this Agreement in a comparable sale to an unrelated third-party buyer at arm’s length;
Net Sales Price means in respect of the Licensed Products sold by and on behalf of the Licensee, the total amount invoiced by the Licensee for these after deducting: (a) allowances for trade discounts; (b) returns for which the Licensee has issued a credit note; and (c) sales and excise taxes (including value added tax and duties, if any), as per Schedule 5; and (iv) “Minimum Royalty” means the minimum royalty figures, as calculated between the Parties as per Schedule 5. The Licensee shall make Royalty payments to the Licensor in accordance with the payment schedule set forth in Schedule 4. Within [30] days of each Payment Date, the Licensee shall provide the Licensor with a written statement detailing: the quantity of Licensed Products sold on or before that Payment Date that have not been accounted for in previous reports; the sale price of such Licensed Products, including any discounts applied; the Net Sale Price; the Royalty amount due; and any additional details reasonably requested by the Licensor. Within [45] days following the end of each Royalty Year, the Licensee shall submit to the Licensor a certified statement from its auditors (the “Auditors’ Certificate”) confirming the total Net Sale Price of Licensed Products sold or otherwise distributed during that year and the corresponding Royalty due under Section 7.1. If the Auditors’ Certificate reveals that the total payments made for that Royalty Year are less than the amount owed under Section 7.1, the Licensee shall remit the outstanding balance to the Licensor [upon delivery OR within [seven] days of providing the Auditors’ Certificate]. The Licensee shall maintain separate and detailed records of all Licensed Product sales to allow the Licensor to verify the accuracy of royalty payments. Upon providing [ten] days’ written notice, the Licensor or its authorized representative may inspect the Licensee’s records, premises, and servers during normal business hours and obtain copies for verification purposes. This audit right shall remain in effect for [one] year following the termination of this Agreement. If the Licensee fails to make any payment required under this Agreement [by OR within [seven] days of] the due date, the overdue amount shall accrue interest at a rate of 4% per year above the federal funds rate, or 4% per year if the federal funds rate is below 0%, compounded daily until paid in full. This interest shall apply whether the overdue amount is paid before or after a court judgment.
Net Sales Price means the gross sales price of any LICENSED PRODUCT or INVENTION made and sold pursuant to this Agreement, less allowances to customers for damaged or returned products and the amounts of discounts, transportation charges, and all sales and excise taxes and duties paid, absorbed, or allowed.
Examples of Net Sales Price in a sentence
Licensee shall pay Licensor a royalty of [***]([***]%) of the Net Sales Price of each Licensed Product that is sold by Licensee (the “Royalty”).
More Definitions of Net Sales Price
Net Sales Price means the gross amount charged by Licensee for the sale of a Product, net of returns and credits for rejected goods, and after deducting (i) trade and quantity discounts actually allowed, (ii) sales, use or value added taxes, the legal obligation of which is on Licensee, and (iii) freight allowances, insurance and customs duties, to the extent any of the foregoing are identified on the invoice for the product. If a product is sold for consideration other than solely cash, the fair market value of such other consideration shall be included in the Net Sales Price. If a Product is sold in a package or kit containing another product which is not a Product, the Net Sales price for purposes of calculating the royalty under Section 3.2 hereof shall be calculated by multiplying the Net Sales Price of the combination product by the fraction of A/A+B, where “A” is the Net Sales Price of Product when sold separately “B” is the Net Sales Price of the other product or products when sold separately. If either the Product or the other product is not sold separately, the Net Sales Price of the Product shall be negotiated in good faith by the Parties.
Net Sales Price means the GROSS SALES PRICE as defined in (c) below received by COMPANY or any of its AFFILIATES or SUBLICENSEES ("SELLERS") for the sale or distribution of any PRODUCT, less (to the extent appropriately documented) the amounts set forth in clause (a) below actually paid out by COMPANY, its AFFILIATE or SUBLICENSEE or credited against the amounts received by them from the sale or distribution of PRODUCT:
Net Sales Price with respect to a Drug Product shall mean the gross amount invoiced in a given calendar quarter in a given country for such unit of the Drug Product sold to Third Parties in bona fide, arms-length transactions by MITSUBISHI and any MITSUBISHI Affiliate or its sublicensee, less (i) trade, quantity and/or cash discounts from the invoice price which are actually allowed or taken; (ii) freight, postage and insurance included in the invoice price; (iii) amounts repaid or credited by reason of rejection or return of goods or because of retroactive price reductions specifically identifiable to the Drug Product; (iv) amounts payable resulting from governmental (or agency thereof) mandated rebate programs; (v) Third-Party rebates to the extent actually allowed; (vi) invoiced custom duties and sales and use taxes (excluding income taxes), if any, actually paid and directly related to the sale; and (vii) any other specifically identifiable amounts included in the Drug Product’s invoice price that should be credited for reasons substantially equivalent to those listed above; all as determined in accordance with MITSUBISHI’s usual and customary accounting methods, which are in accordance with the Japanese equivalent of Generally Accepted Accounting Principles in the United States (GAAP), consistently applied.
(a) In the case of any sale or other disposal of a Drug Product between or among MITSUBISHI and its Affiliates and sublicensees for resale, the Net Sales Price shall be calculated as above only on the value charged or invoiced on the first arm’s-length sale thereafter to a Third Party;
(b) In the case of any sale or other disposal for value, such as barter or counter-trade, of a Drug Product, or part thereof, other than in an arm’s-length transaction exclusively for money, the Net Sales Price shall be calculated as above on the higher of (i) the value of the consideration received for, or (ii) the fair market price of, the Drug Product in the country of sale or disposal;
(c) If a 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 Price of the Drug Product, for the purposes of determining payments hereunder, shall be determined by multiplying the Net Sales Price (as defined above in this Section) of the Combination Product by [***]; and
(d) In the case of any sale which is not invoiced, the Net Sales Price shall be calculated at the time of ship...
Net Sales Price means the invoice price for Assigned Products sold in arm’s length sales or commercial transactions to a third party by Assignee, its affiliates, or any third party which acquired ownership of any Assigned Product from Assignee, less deductions for taxes, duties, and shipping charges separately stated on the invoice.
Net Sales Price means, with respect to the Product, the gross amount invoiced by Licensee for such Product, less deductions for:
Net Sales Price shall apply to a Straight Sale of a Licensed Kit and shall mean GEN-PROBE’s gross invoice price less: if based on Licensed Kits only, discounts allowed and taken, in amounts customary in the trade; and sales taxes, use taxes and duties paid by GEN-PROBE for such sale.
Net Sales Price means [***].