Sales Deductions definition

Sales Deductions means the sum of the following deductions to the extent actually incurred in connection with the sale or commercial transfer of the Licensed Product: (i) normal trade discounts, volume discounts, and sales rebates to the extent granted after the invoiced price; (ii) credits or refunds for spoiled, damaged, outdated or returned goods; (iii) sales and other excise taxes imposed upon the sale or commercial transfer of Licensed Product(s), (iv) charge-back payments and rebates granted to managed health care organizations or to federal, state and local governments, their respective agencies, purchasers or reimbursers, not to exceed customary amounts, and (v) freight, transportation, distribution, packing and insurance costs to the extent separately set forth in the invoice and actually due and incurred. The term Net Sales shall include the fair market value of any non-cash consideration from sale or transfer of Licensed Products received by Licensee or its Affiliate or sublicensee. Licensed Products shall be considered “sold” when invoiced, billed or delivered, whichever occurs first. Licensed Product transferred without consideration and used for promotional or advertising purposes (in reasonable and customary amounts) or for charitable research purposes or for donations shall not be included in Net Sales.
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Sales Deductions is defined in Section 6.1(c).
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Sales Deductions. The cost of returns, cash, credit or such reasonable level of free goods allowances (to the extent associated directly with the sale of Products) retroactive price reductions and amounts refunded for spoiled, rejected, damaged, outdated Products, all as actually allowed, incurred or paid but not passed on to the purchaser and allowance for bad debts. Rebates: The cost of the sum of rebates to wholesalers and chain drug stores, health maintenance organizations, buying groups, closed provider pharmacies, vendor chargebacks, discount to wholesalers, stocking allowances, rebates to other health provision plans, hospices, in respect of Medicaid, Medicare or other government health schemes and all other government mandated rebates or allowances as actually allowed, incurred or paid. Where pricing or rebates are granted to customers by one of the parties acting as subcontractor for Sales and Marketing combining Company and non-Company Products as part of a package or bundle, the share of discounts from list or rebates, etc., attributable to the products will be the discounts or rebates agreed in a budget OR, if not specifically agreed in a budget, the lesser of (1) such discounts or rebates calculated on a pro rata basis, using list prices of relevant bundled products as a basis for apportionment or (2) such discounts or rebates calculated of relevant bundled products calculated at the highest discount or highest rebate offered as a basis for apportionment.
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Examples of Sales Deductions in a sentence

  • For the avoidance of doubt, the foregoing is not intended to prevent Licensee from properly deducting the Net Sales Deductions when calculating Net Sales.

  • For sake of clarity and avoidance of doubt, the transfer of Product by a Selling Party or one of its Affiliates to another Affiliate of such Selling Party or to a sublicensee of such Selling Party for resale shall not be considered a sale; in such cases, Net Sales shall be determined based on the amount invoiced or otherwise billed by such Affiliate or sublicensee to an independent Third Party, less the Net Sales Deductions allowed under this Section.

  • Notwithstanding the foregoing, sales of Product by OV to a bona fide Third Party distributor in an arm’s length transaction shall be considered a sale to a Third Party customer and Net Sales shall be determined based on all amounts invoiced or otherwise billed to, or other consideration paid by, the distributor, less the Net Sales Deductions allowed under this Section.

  • For the avoidance of doubt, the foregoing is not intended to prevent Auxilium from properly deducting the Net Sales Deductions when calculating Net Sales.

  • Such reports will also include detailed information regarding Gross Sales, Sales Deductions and Allowances, Net Sales of Product on which Royalties are paid, and amount of Royalties due or, if no Royalties are due, a statement that no Royalties are due for such Product.

  • The Parties will use Commercially Reasonable Efforts to transition customer contracts to MC2 or its designee following termination or expiration of this Agreement, pursuant to which MC2 or its designee shall assume any remaining obligations under such contracts for Sales Deductions applicable to Product sales during the Term.

  • On a Calendar Quarterly basis, each of the Commercialization Fee, the Incentive Fee, and Royalty Payment will be subject to a true-up adjustment to take into account Sales Deductions either (a) allowed with respect to a Calendar Quarter that were not accrued during such Calendar Quarter, or (b) accrued during a Calendar Quarter but not taken or later subject to a reversal following the end of such Calendar Quarter (each of (a) and (b), a “True-up Adjustment”).

  • Within *** after the end of each calendar ***, Licensee shall provide VIVUS with a statement of (a) the amount of gross sales of Products during the applicable calendar ***, (b) an itemized calculation of Net Sales showing Net Sales Deductions during such calendar ***, and (c) the calculation of the amount of any payment due pursuant to Section ‎7.2. Together with each *** statement provided pursuant to this Section ‎7.3, Licensee shall provide VIVUS with any payments due.

  • Notwithstanding the foregoing, sales of Product by Lantern to a bona fide Third Party distributor in an arm’s length transaction shall be considered a sale to a Third Party customer and Net Sales shall be determined based on all amounts invoiced or otherwise billed to, or other consideration paid by, the distributor, less the Net Sales Deductions allowed under this Section.

  • Within forty-five (45) days after the end of each calendar quarter, Licensee shall provide VIVUS with a statement of (a) the amount of gross sales of Products during the applicable calendar quarter, (b) an itemized calculation of Net Sales showing Net Sales Deductions during such calendar quarter, and (c) the calculation of the amount of any payment due pursuant to Section 7.2. Together with each quarterly statement provided pursuant to this Section 7.3, Licensee shall provide VIVUS with any payments due.

Related to Sales Deductions

  • Agreed Deductions means any deductions the Agency Worker has agreed can be made from their pay;

  • Transaction Deductions means the sum of all items of loss or deduction for U.S. federal income tax purposes resulting from or attributable to (a) the payment of legal, financial advisory, accounting and other fees and expenses of the Group Companies (but not of Buyer) in connection with the transactions contemplated hereby, including the Seller Transaction Expenses and (b) any other payment contemplated by this Agreement that is in the nature of compensation for U.S. federal income tax purposes.

  • Allowable Deductions , in relation to a mineral, means —

  • Sales Year means the calendar year during which the Company sold Cigarettes in a Beneficiary State requiring the deposit of QEF Principal.

  • Permitted Deductions means the following deductions to the extent included in the gross invoiced sales price of the Product, or otherwise directly paid or incurred by the Selling Entity with respect to the sale: