Net Sales definition
Net Sales means [***].
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):
Net Sales means, with respect to any Product, the gross invoiced sales of such Product by Company or any of its Affiliates, licensees or sublicensees to unrelated Third Parties, less the following deductions to the extent included in the gross invoiced sales price for such Product or otherwise directly paid or incurred by Company or any of its Affiliates, licensees or sublicensees with respect to the sale of such Product: (a) trade, quantity and cash discounts and rebates allowed to and taken by customers (provided that such discounts and rebates are not applied disproportionately to Products when compared to other products of the selling party); (b) refunds, chargebacks and any other allowances actually paid to or taken by customers (provided that such allowances are not applied disproportionately to Products when compared to other products of the selling party); (c) amounts separately and actually credited to customers for Product returns, credits and allowances; (d) special outbound packing, transportation, freight, handling, postage charges and other charges such as insurance relating thereto that are separately billed to the customer or prepaid; and (e) sales, excise, value added, turnover, use and other like taxes or customs duties paid and any other governmental charges, excluding net income tax, imposed upon the sale of the Product. In the event the applicable Product is sold as part of a combination product, or as part of a bundled product or as part of a delivery system, in any such case containing a patented product or system other than the Product (a “Combination Product”), the Net Sales of such Combination Product, for the purposes of determining royalty payments, shall be determined by multiplying the actual Net Sales (determined as set forth above) of such Combination Product by the fraction, A/(A+B) where A is the average sale price of the Product when sold separately in finished form and B is the average sale price of the other product(s) or system sold separately in finished form or where A+B is the average sale price of the Product and the other product(s) or the delivery system together, as the case may be. In the event that such average sale price cannot be determined for both the Product and such other product(s) or system in combination, Net Sales for purposes of determining royalty payments shall be calculated using a mutually agreed method. Company shall propose a method to Gen-Probe, which method shall be consistent with the method of accou...
Examples of Net Sales in a sentence
Calculation of Net Sales will exclude hedging and foreign exchange gain or loss realized through a hedging program.
Subject to Sections 6.5.2, 6.5.3 and 6.5.4, and 6.5.5, on a Licensed Product-by-Licensed Product and country-by-country basis, Amgen will pay Generate royalties based on the aggregate Net Sales of all Licensed Products for each Collaboration Program sold by Amgen, its Affiliates or Sublicensees in the Field in the Territory during a Calendar Year at the rates set forth in the table below.
The applicable royalty rate set forth in the table above will apply only to that portion of the Calendar Year Net Sales of a given Licensed Product during a given Calendar Year that falls within the indicated range.
For the avoidance of doubt, more than one Sales Milestone Payment in this Section 8.5 may become payable for a given Licensed Product based on the Net Sales of the Licensed Product in the same Calendar Year, and more than one Sales Milestone Payment in this Section 8.5 may become payable for a given Collaboration Target based on the Net Sales of different Licensed Products Directed Against such Collaboration Target achieving different Sales Milestone Events in the same Calendar Year.
In connection with the Commercialization of Plozasiran by Borrower and its Subsidiaries, Borrower shall prepay the Term Loan as set forth in Section 2.11(a) in an amount equal to [**]% of Global Net Sales of Plozasiran in such Fiscal Quarter, which shall be payable within [**] following the last day of each Fiscal Quarter.
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 any Licensed Product, the amount billed by a Party, an Affiliate of such Party, or any or permitted Sublicensee for sales of such Licensed Product to a Third Party less:
(a) discounts (including, without limitation, cash discounts, quantity discounts and patient discount program discounts), retroactive price reductions, charge-back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers (a “Discount”); provided however, that where any such Discount is based on sales of a bundled set of products in which such Licensed Product is included, the Discount shall be allocated to such Licensed Product on a pro rata basis based on the sales value (i.e., the * Confidential Treatment Requested unit average selling price multiplied by the unit volume) of the Licensed Product relative to the sales value contributed by the other constituent products in the bundled set, with respect to such sale;
(b) credits or allowances actually granted upon claims, damaged goods, rejections or returns of such Licensed Product, including such Licensed Product returned in connection with recalls or withdrawals;
(c) freight out, postage, shipping and insurance charges for delivery of such Licensed Product; and
(d) taxes or duties levied on, absorbed or otherwise imposed on the sale of such Licensed Product, including, without limitation, value-added taxes, or other governmental charges otherwise imposed upon the billed amount, as adjusted for rebates and refunds, to the extent not paid by the Third Party. Net Sales shall be determined in accordance with GAAP. In the case of any Combination Product sold in the Territory, Net Sales for such Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction A/(A+B) where A is the invoice price of the Licensed Product if sold separately, and B is the total invoice price of the other active ingredient or ingredients in the Combination Product, if sold separately. If, on a country-by-country basis, the other active ingredient or ingredients in the Combination Product are not sold separately in said country, Net Sales for the purpose of determining royalties of the Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction A/D, where A is the invoice price of the Licensed Product if sold separatel...
Net Sales means the revenue billed by ORTHO or an AFFILIATE or SUBLICENSEE from the sale of PRODUCTS to independent THIRD PARTIES, less the following amounts: (i) discounts, including cash discounts, or rebates, including rebates to governmental agencies such as Medicaid rebates and the like, actually allowed or granted, (ii) credits or allowances actually granted upon claims or returns regardless of the party requesting the return, (iii) freight charges paid for delivery, (iv) taxes or other governmental charges levied on or measured by the billed amount, when included in billing, as adjusted for rebates and refunds, and (v) provisions for uncollectible amounts determined in accordance with U.S. Generally Accepted Accounting Practices, consistently applied to all products of the selling party. A "sale" shall include any transfer or other disposition for consideration, and NET SALES shall include the fair market value of all other consideration received by LICENSEE or its AFFILIATES or SUBLICENSEES in respect of any grant of rights to make, use, sell or otherwise distribute PRODUCTS, whether such consideration is in cash, payment in kind, exchange or another form. In the case of discounts on "bundles" of products or services which include PRODUCTS, ORTHO may with notice to KOSAN calculate NET SALES by discounting the bona fide list [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. price of a PRODUCT by the average percentage discount of all products of ORTHO and/or its AFFILIATES or SUBLICENSEES in a particular "bundle", calculated as follows: Average percentage discount on a = (1 - A/B) x 100 particular "bundle" where A equals the total discounted price of a particular "bundle" of products, and B equals the sum of the undiscounted bona fide list prices of each unit of every product in such "bundle." ORTHO shall provide KOSAN documentation, reasonably acceptable to KOSAN, establishing such average discount with respect to each "bundle." If ORTHO cannot so establish the average discount of a "bundle", NET SALES shall be based on the undiscounted list price of the PRODUCT in the "bundle." If a PRODUCT in a "bundle" is not sold separately and no bona fide list price exists for such PRODUCT, the parties shall negotiate in good faith an imputed list price for such PRODUCT, and NET SALES with respect thereto shall be based on such imputed list ...
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 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 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).