Net Annual Sales definition

Net Annual Sales means the total of Net Annual Domestic Sales and Net Annual Foreign Sales as hereinafter defined. 1.7.1 Except as provided in section 1.7.3, “Net Annual Domestic Sales” shall mean the total of:

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Net Annual Sales means the aggregate United States dollar ---------------- equivalent of gross revenues derived by or payable to ESPERION or its Affiliates from or on account of the sale of Licensed Products to third parties, in any given calendar year, less (a) reasonable credits or allowances, if any, actually granted on account of price adjustments, recalls, rejection or return of items previously sold, (b) excise taxes, sales taxes, value added taxes, consumption taxes, customs and other duties or other taxes imposed upon and paid with respect to such sales (excluding income or franchise taxes of any kind), (c) separately itemized insurance and transportation costs incurred in shipping Licensed Products to such third parties and (d) fees paid to Distributors, dealers and other persons or entities which are not Affiliates of ESPERION but which purchase Licensed Products from Esperion or its Affiliates for resale (collectively, the "Permitted Deductions"). No deduction shall be made for any item of cost incurred by ESPERION, its Affiliates, or Distributors in preparing, manufacturing, shipping or selling Licensed Products except as permitted pursuant to clauses (a), (b), (c) and (d) of the foregoing sentence. Net Annual Sales shall not include any transfer between any of ESPERION and any of its Affiliates for resale. Fair market value shall be assigned to any and all non- cash consideration such as but not limited to any credit, barter, benefit, advantage or concession received by ESPERION or its Affiliates in payment for Licensed Products. As used in this definition, a "sale" shall have occurred when Licensed Products are billed out or invoiced. Notwithstanding anything herein to the contrary, the following shall not be considered a sale of a Licensed Product under this Agreement: (i) the transfer of a Licensed Product to a third party without consideration to ESPERION in connection with the development or testing of a Licensed Product; or (ii) the transfer of a Licensed Product to a third party without consideration in connection with the marketing or promotion of the Licensed Product (e.g., --- pharmaceutical samples).

Net Annual Sales means the total of the total gross invoiced price paid to licensee of all Licensed Products sold or otherwise transferred by Licensee or any Affiliate of Licensee to an End User or Distributor in the Territory during a specific calendar year.

Examples of Net Annual Sales in a sentence

• ESPERION shall deliver to INEX within thirty ------------------- (30) days after the end of each calendar quarter a written report showing its computation of royalties due under this Agreement upon Net Annual Sales by ESPERION and its Affiliates and upon Sublicensing Royalties received from Sublicensees, during such calendar quarter.

• All Net Annual Sales and Sublicensing Royalties shall be segmented in each such report according to sales by ESPERION, each Affiliate and each Sublicensee, as well as on a country-by- country basis, including the rates of exchange used to convert such royalties to United States dollars from the currency in which such sales were made.

• The following table determines the Additional Variable Rent to be applied each year, only if the Net Annual Sales of the previous year exceeded US$ 8,000,000.00 (Eight million and 00/100 U.S. Dollars).

• It is the participation percentage on the Net Annual Sales of the Project and will be applied based on the Net Annual Sales of the previous year.

More Definitions of Net Annual Sales

Net Annual Sales means the United States dollar equivalent of ---------------- the proceeds received by Esperion from the sale of Products in North America, less (A) amounts repaid or credited by reason of defects, ---- returns, rejections or allowances; (B) sales taxes, excise taxes, value added taxes and customs duties paid, absorbed or allowed; (C) customary commissions and other amounts paid or allowed to independent sales representatives, distributors, brokers or agents; (D) shipping charges; (E) trade and quantity discounts actually allowed (and taken) as customary in the trade; and (F) other deductions made in accordance with GAAP. "Net Annual Sales" shall not include (A) any transfer ---------------- between Esperion and any of its affiliates, subsidiaries or sublicensees, or (B) any transfer of any Products used in testing, preclinical or clinical trials or as marketing samples to develop or promote the Products.

Net Annual Sales shall not include (A) any transfer ---------------- between Esperion and any of its affiliates, subsidiaries or sublicensees, or (B) any transfer of any Products used in testing, preclinical or clinical trials or as marketing samples to develop or promote the Products.