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
Within 120 days following the end of each fiscal year (or partial fiscal year) during the Earn-Out Period, Purchaser shall deliver to Seller a written statement (the “Contingent Payment Statement”) setting forth Purchaser’s good faith calculation of the Contingent Payment, if any, for such period, together with reasonably detailed backup schedules showing, in summary and by product line, the calculation of Positive Gross Margin, including Net Sales, Cost of Sales, and any adjustments thereto.
Page 38 of 82 The records shall be reviewed solely to verify the accuracy of NS’s Payment obligations and compliance with the financial terms of this Agreement (including calculation of Net Sales).
For as long as a royalty Payments are due to Vicore under this Agreement, NS shall furnish to Vicore a written report, within [***] after the end of each Calendar Quarter, showing in Dollars, the amount of Net Sales of the Licensed Product in the Territory and royalty Payments earned for such Calendar Quarter.
For the sake of clarity, if Net Sales from April to September is [***] and aggregate Net Sales from October to March is [***], NS shall pay [***] as Royalties for April to September and [***] as Royalties for October to March.
NS shall keep complete, true and accurate books and records in accordance with its Accounting Standards in relation to the Licensed Product’s Net Sales and royalty Payments.
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 the gross amount invoiced on sales of Licensed Product in the Territory by Poseida, its Affiliates and Sublicensees to any Third Party, less the following deductions calculated in accordance with GAAP and standard internal policies and procedures and accounting standards consistently applied throughout the pharmaceutical industry, to the extent specifically and solely allocated to such Licensed Product and actually taken, paid, accrued, allowed, included or allocated, based on good faith estimates, in the gross sales price with respect to such sales (and consistently applied as set forth below): […***…] All aforementioned deductions shall only be allowable to the extent they are commercially reasonable and shall be determined, on a country-by-country basis, as incurred in the ordinary course of business in type and amount consistent with the Party’s, the Affiliate’s, or Third Party Sublicensee’s (as the case may be) business practices consistently applied across its product lines and accounting standards and CONFIDENTIAL - ▇▇▇▇▇▇▇ Biotech Inc. & Poseida Therapeutics Inc. License Agreement – August 3, 2015 verifiable based on Poseida’s sales reporting system. All such discounts, allowances, credits, rebates, and other deductions shall be fairly and equitably allocated to Licensed Product and other products of the Party and its Affiliates and Sublicensees such that Licensed Product does not bear a disproportionate portion of such deductions. The transfer of a Licensed Product between or among Poseida, its Affiliates and Sublicensees will not be considered a sale so long as such Licensed Product is subsequently resold to a Third Party end user and such end user resale is included in the Net Sales calculation, provided, that in the event an Affiliate or Sublicensee is the end-user of Licensed Product, the transfer of Licensed Product to such Affiliate or Sublicensee shall be included in the calculation of Net Sales at the average selling price charged in an arm’s length sale to a Third Party who is not an Affiliate or Sublicensee in the relevant period. Net Sales will include the cash consideration received on a sale and the fair market value of all non-cash consideration. Disposition of Licensed Product for, or use of the Licensed Product in, clinical trials or other scientific testing, as free samples, or under compassionate use, patient assistance, or test marketing programs or other similar programs or studies where a Licensed Product is supplied wit...
Net Sales means the gross revenues received by LICENSEE, AFFILIATE and/or any sublicensee pursuant to Section 4.4 from the SALE of LICENSED PRODUCTS less: (a) cash, trade or quantity discounts, credits or allowances actually granted; (b) sales and/or use taxes actually paid; (c) import and/or export duties actually paid; (d) outbound transportation (including insurance) prepaid or allowed; (e) amounts allowed, credited, refunded or rebated due to returns, rejections or recalls (not to exceed the original billing or invoice amount); (f) retroactive price reductions that are actually allowed or granted; (g) payments or rebates allowed in connection with SALES of LICENSED PRODUCTS to any governmental or regulatory authority in respect of any state or federal Medicare, Medicaid or similar programs; and (h) amounts written off as uncollectible bad debt specifically on the SALE of LICENSED PRODUCTS. If LICENSED PRODUCTS are SOLD in the form of a combination product containing one or more active ingredients which are themselves not LICENSED PRODUCTS (such combination, a “COMBINATION PRODUCT”), then NET SALES attributable to such COMBINATION PRODUCT shall be calculated on a country-by-country basis by multiplying NET SALES of the COMBINATION PRODUCT (i.e., NET SALES calculated assuming that the entire COMBINATION PRODUCT is LICENSED PRODUCT) by the fraction A/(A+B) where: A is the LICENSEE’S (or its AFFILIATE’S or [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. sublicensee’s, as applicable) average invoice price during the applicable reporting period for each LICENSED PRODUCT in such COMBINATION PRODUCT if SOLD separately in such country (or the sum of such average invoice prices if more than one LICENSED PRODUCT is in such COMBINATION PRODUCT), and B is the sum of LICENSEE’S (or its AFFILIATES or sublicensees, as applicable) average invoice price during the applicable reporting period for each active ingredient in such COMBINATION PRODUCT (other than the LICENSED PRODUCT) if sold separately in such country. If, on a country-by-country basis, LICENSEE (or its AFFILIATES or sublicensees, as applicable) does not separately sell the active ingredients in such COMBINATION PRODUCT (other than the LICENSED PRODUCT) during the reporting period when it separately sells the LICENSED PRODUCT in such COMBINATION PRODUCT, then NET S...
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 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...