Net Sales definition

Net Sales means [***].

Net Sales means the gross amount invoiced by Licensee, its Affiliates or sublicensees for the sale or other disposition of an Infringing Product in a country to Third Parties (including distributors, wholesalers and end-users), less the following deductions (such deductions, collectively, “Sales Returns and Allowances”):

Net Sales means the gross amount billed by WCCI or its Affiliates or Sublicensees to Third Parties in the Territory for sales of each Product during the period in which royalties are payable hereunder less the following deductions from such gross amounts to the extent actually applied or taken: (a) [***]; (b) [***]; (c) [***]; (d) [***]; (e) [***] and (f) [***]. In addition, Net Sales hereunder are subject to the following: (a) In the case of any sale or other disposal of a Product by WCCI or any of its Affiliates to any WCCI Affiliate or Sublicensee for resale, the Net Sales shall be calculated as above on the value charged or invoiced on the first arm’s length sale to a Third Party who is not an Affiliate or Sublicensee. For purposes of clarification, amounts received by WCCI and its Affiliates for the sale of Products among WCCI and its Affiliates and Sublicensees for resale shall not be included in the computation of Net Sales hereunder. (b) In the event of a sublicense as to any Products, Net Sales will be calculated with respect to sales of Products by the Sublicensee, except for sales by a Sublicensee to another Sublicensee for resale. For purposes of clarification, amounts received by WCCI and its Affiliates and Sublicensees for the sale of Products among WCCI and its Affiliates and Sublicensees for resale shall not be included in the computation of Net. Sales hereunder. (c) Use of Products in clinical or pre-clinical trials or other research or development activities or disposal of Products for purposes of a commercially reasonable sampling program shall not give rise to any deemed sale for purposes of this definition. (d) In the event that a Product is sold as a component of a combination or bundled product that consists of Product together with another therapeutically active product for the same indication, then Net Sales shall be determined by multiplying the Net Sales of the combination or bundled product by the fraction A/(A+B) where A equals the average selling price of such Product sold separately in finished form and B equals the aggregate average selling price of the relevant other product(s) sold separately in finished form, in each case during the same royalty reporting period and in similar volumes. In the event that no separate sale of either Product or the relevant other product is made during the applicable royalty reporting period in similar volumes and in the relevant country in which the sale of the combination or bundled product was made,...

Net Sales means [*].

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 the total invoiced sales price received for LICENSED PRODUCTS sold by LICENSEE, its AFFILIATES, and their SUBLICENSEES less (a) sales taxes or other taxes, (b) shipping and insurance charges, (c) actual allowances, rebates, credits, or refunds for returned or defective LICENSED PRODUCTS, (d) trade discounts and quantity discounts, retroactive price reductions, or other allowances actually allowed or granted from the billed amount and taken, (e) rebates, credits, and chargeback payments (or the equivalent thereof) granted to managed health care organizations, wholesalers, or to federal, state/provincial, local and other governments, including their agencies, purchasers, and/or reimbursers, or to trade customers, and (f) any import or export duties, tariffs, or similar charges incurred with respect to the import or export of LICENSED PRODUCTS into or out of any country in the LICENSED TERRITORY. LICENSED PRODUCTS will be considered sold when paid for. Notwithstanding the foregoing, NET SALES shall not include, and shall be deemed zero with respect to, (1) the distribution of reasonable quantities of promotional samples of LICENSED PRODUCTS, (2) LICENSED PRODUCTS provided for clinical trials or research purposes, or charitable or compassionate use purposes, or (3) LICENSED PRODUCTS provided to any AFFILIATE, SUBLICENSEE or other strategic partner under an agreement in which NET SALES by such AFFILIATE, SUBLICENSEE or other strategic partner shall be subject to royalties under Section 3.5 or 3.6. Notwithstanding the foregoing, in the event that LICENSED PRODUCTS are sold by LICENSEE, an AFFILIATE, or a SUBLICENSEE as part of a combination product or bundled product, or in conjunction with a delivery system, the NET SALES of such product, for the purposes of determining royalty payments due under this LICENSE AGREEMENT, shall be determined by multiplying the NET SALES (as originally defined above) of the combination product by the fraction A/(A+B), where A is the average sale price of the LICENSED 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, so that A+B is the average sale price of all of the product(s) and, if applicable, the delivery system together, as the case may be. In the event that such average sale price cannot be determined for both the LICENSED PRODUCT and such other product(s) or system(s) in combination, NET SALES for the purposes of determini...

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.

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 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 Licensee’s gross invoice amount billed to customers of Licensed Products, less discounts and allowances actually shown on the invoice and, further, less any bona fide returns supported by credit memoranda actually issued to the customers. No other costs incurred in the manufacturing, selling, advertising, and distribution of the Licensed Products shall be deducted nor shall any deduction be allowed for any uncollectible accounts or allowances.