Net Sales definition
Net Sales means [***].
Net Sales means, with respect to a Licensed Product, the gross amount invoiced by Cerulean or its Affiliates on sales or other dispositions of such Licensed Product to a Third Party less the sum of (a) commercially reasonable trade, cash and quantity discounts, (b) credit or allowances given or made for recall, rejection or return of previously sold Licensed Products, (c) commercially reasonable rebates, chargebacks or retroactive price reductions, (d) out-of-pocket charges for insurance, postage, handling, freight and other transportation costs which are invoiced by Cerulean or its Affiliates, (e) government-mandated rebates and (f) customs, duties, surcharges, sales, transfer and other excise taxes levied on the sale, transportation, delivery or use of such Licensed Product, including any tax such as a value added or similar tax or government charge, borne by the seller thereof, other than franchise or income tax of any kind whatsoever. Net Sales shall not include any transfers of a Licensed Product for clinical trial purposes or any transfers of reasonable quantities of a Licensed Product as samples or as donations. Net Sales shall not include any transfer between Cerulean and any of its Affiliates for resale. If Cerulean or an Affiliate sells a Licensed Product to a distributor or other Third Party, Net Sales shall be based on the gross amount invoiced by Cerulean or the Affiliate from the sale of Licensed Product to such distributor or Third Party. If Cerulean or any of its Affiliates makes a sale of a Licensed Product for other than monetary value, such Licensed Product shall be deemed sold hereunder. The gross revenues to be included in Net Sales for any such deemed sales shall be the average price of “arms length” sales by Cerulean and its Affiliates during the calendar quarter in which such deemed sale occurs or, if no such “arms length” sales occurred during such period, during the last calendar quarter in which such “arms length” sales occurred. If the Licensed Product is sold in combination with another pharmaceutical product as part of a Combination Therapy in a country, then, for the purpose of calculating royalties owed under this Agreement on sales of such Licensed Product, Net Sales shall be the lesser of:
(i) Net Sales of such Licensed Product in such country, or
(ii) the product of:
(A) Net Sales of such Combination Therapy (calculated applying the definition of Net Sales hereunder to such Combination Therapy in the same manner as applied to Licen...
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
Each Party shall, and shall cause its Affiliates and Sublicensees to, keep complete and accurate financial books and records, in accordance with its applicable Accounting Standards, pertaining to Joint Development Costs, Allowable Expenses, Net Sales and Other Income, in each case to the extent required to calculate and verify all amounts payable hereunder.
Notwithstanding the financial definitions herein, the Parties acknowledge and agree that (a) no cost or expense shall be included in Joint Development Costs or Allowable Expenses (or as a deduction to Net Sales) if inclusion therein would result in a duplication or double-counting of the same cost or expense, and (b) no revenues shall be included in the Net Sales or Other Income if inclusion therein would result in a duplication or double-counting of the same revenue.
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 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...
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 total gross receipts for sales of Licensed Products or practice of Licensed Processes by or on behalf of Licensee or its sublicensees, and from leasing, renting, or otherwise making Licensed Products available to others without sale or other dispositions, whether invoiced or not, less returns and allowances, packing costs, insurance costs, freight out, taxes or excise duties imposed on the transaction (if separately invoiced), and wholesaler and cash discounts in amounts customary in the trade to the extent actually granted. No deductions shall be made for commissions paid to individuals, whether they be with independent sales agencies or regularly employed by Licensee, or sublicensees, and on its payroll, or for the cost of collections.
Net Sales. Net Sales, with respect to a particular Product in a particular period, shall mean the gross amount invoiced by Infinity, its Affiliates and/or its Sublicensees on sales or other dispositions (excluding sales or dispositions for use in clinical trials or other scientific testing, in either case for which Infinity, its Affiliates and/or Sublicensees receive no revenue) of the Product to unrelated Third Parties during such period, less the following deductions (to the extent included in the gross amount invoiced or otherwise directly paid or incurred by Infinity, its Affiliates and/or its Sublicensees):
(a) trade, cash and quantity discounts actually allowed and taken directly with respect to such sales or other dispositions;
(b) tariffs, duties, excises, sales taxes or other taxes imposed upon and paid directly with respect to the delivery, sale or use of the Product and included and separately stated in the applicable invoice (excluding national, state or local taxes based on income);
(c) allowances for amounts repaid or credited by reason of rejections, defects, recalls or returns or because of reasonable and customary chargebacks, refunds, coupons, patient co-pay savings cards, rebates (including related administration fees), wholesaler fee for service, reasonable amounts of physician samples, reasonable amounts of free products given to indigent patients, retroactive price reductions or any other items substantially similar in character and substance to the foregoing, with equitable adjustments to be made from time to time for any differences between these allowances and actual amounts;
(d) amounts previously included in Net Sales of Products that are written-off by Infinity as uncollectible in accordance with Infinity’s standard practices for writing off uncollectible amounts consistently applied; and
(e) freight, insurance and other transportation charges incurred in shipping a Product to Third Parties, included and separately stated in the applicable invoice. There shall be no double-counting in determining the foregoing deductions. Such amounts shall be determined from the books and records of Infinity, its Affiliates and/or its Sublicensees, maintained in accordance with applicable accounting principles (such as U.S. generally accepted accounting principles (“U.S. GAAP”) and/or International Financial Reporting Standards), consistently applied.