Calculation of Net Sales. In calculating Net Sales:
Calculation of Net Sales. (a) All Royalty Payments shall be computed and paid in United States dollars. For the purpose of determining the amount of Royalty Payments due for the relevant Pfizer Quarter, the amount of Net Sales in any foreign currency shall be converted into United States Dollars in a manner consistent with the methodology used to prepare PFIZER’s audited financial statements for external reporting purposes.
(b) For the purpose of determining whether the Commercial Milestone Payment is payable, the amount of Net Sales in any foreign currency for the relevant Pfizer Quarter shall be converted to United States Dollars in a manner consistent with the methodology used to prepare PFIZER’s audited financial statements for external reporting purposes.
Calculation of Net Sales. All royalty payments shall be computed and paid in United States dollars. For the purposes of determining the amount of any sales milestone payments under Sections 5.4 and 5.5 or royalties due for the relevant Pfizer Quarter, the amount of Net Sales in any foreign currency shall be converted into United States dollars in a manner consistent with Pfizer’s normal practices used to prepare its audited financial reports; provided that such practices use a widely accepted source of published exchange rates.
Calculation of Net Sales. Until the Royalty Milestone Longstop Date, the following provisions shall apply:
4.1.1 the Company and/or the Buyer shall, and will cause their affiliates and any licensees to, maintain complete and accurate books, records and accounts relevant for the calculation of Net Sales and any other amounts payable to the Sellers hereunder;
4.1.2 forty five (45) days after the end of each Quarter Day following the satisfaction of Milestone 4, the Company and/or the Buyer will provide to the Sellers’ Representative a report setting forth, on a Product-by-Product and country-by-country basis, the amount of gross sales of each Product, a calculation of Net Sales and any currency conversions made together with details of any payments made in that quarter under the Licence Agreement;
4.1.3 the Company may elect to grant licences to third parties, outside the United States, to develop, make and commercialise Products. While the definition of Net Sales requires sales made by such ex-US licencees to be included in such calculation of Net Sales, the Parties agree that, in any quarter, the sum to be included in the calculation of Net Sales in respect of sales in ex-US countries where the Company has granted a third party a licence shall not exceed the amount of royalties actually received from such third parties in that quarter less all sums actually paid by the Company under the Licence Agreement in that quarter;
4.1.4 the Buyer and/or the Company will notify the Seller Representative in writing within thirty (30) days of the achievement of each Royalty Milestone; and
4.1.5 the Sellers will have the right (at their request and cost) to appoint an independent, certified public accountant (reasonably acceptable to the Buyer, such consent not to be unreasonably withheld, delayed or conditioned), upon reasonable advance notice of not less than 30 calendar days and during normal business hours, but prior to the first Quarter Day in a calendar year and not more often than once in each calendar year, to examine such records of the Company related to the immediately preceding two calendar years (but not more) to determine the correctness of payment made under this Agreement and payable for any calendar quarter in such audited period. In addition, no audited period shall be examined on more than one occasion. Results of any such examination shall be made available to all parties except that said independent, certified public accountant shall verify to the Sellers such amounts and sh...
Calculation of Net Sales. On non-arm’s-length sales of Surveyor Kit Products by IDT to licensees or Affiliate(s) where such licensees or Affiliate(s) are the end users (i.e., the sales are not for resale purposes), or on sales made in other than an arm’s-length transaction, the value of the Net Sales attributed under this Section 6.2 to said transaction shall be that which would have been received in an arm’s-length transaction, based on sales of like quantity and quality of Surveyor Kit Products on or about the time of said transaction. Sales of Surveyor Kit Products by IDT to any Affiliate or licensee or by any licensee to an Affiliate of such licensee or other sublicensee which is a reseller thereof shall be excluded from calculating Net Sales, and only the subsequent sale of such Surveyor Kit Products by such Affiliates or licensees to unrelated third parties shall be deemed Net Sales hereunder.
Calculation of Net Sales. Subject to Section 4.3, Net Sales with respect to the Sale of Licensed Products by ESC, its Affiliates or Distributors (“ESC Seller”) to End Users shall mean the gross invoice price to End Users for such Licensed Products, less (a) deductions for allowances, discounts, including cash discounts, and returns all to the extent customarily given in the trade by the ESC Seller (except that discounts, credits or similar allowances provided to purchasers of Licensed Products in consideration of the purchaser’s agreement to purchase non-Licensed Products shall not be deducted), and (b) sales taxes, and duties and transportation, if separately stated on the invoice. For avoidance of doubt, kits or components sold by ESC such as instruments, sample collection devices, and sample preparation reagents will not be included in the definition of Net Sales or used to calculate the royalty owing to Hologic unless such kit or component is covered by a Valid Claim of a Licensed Patent.
Calculation of Net Sales. All payments under Section 4 shall be computed and paid in United States dollars. For the purposes of determining the amount of royalties due under Section 4.3 for the relevant PFIZER Quarter, the amount of Net Sales in respect of sales originally denominated in a foreign currency shall be computed by converting such foreign currency amount into U.S. dollars at the prevailing commercial rate of exchange for purchasing dollars with such foreign currency as published in the Wall Street Journal for the close of the last Business Day of the PFIZER Quarter for which the relevant royalty payment is to be made to IMMUCELL.
Calculation of Net Sales. Net Sales with respect to the Sale of Royalty Products by an CEPHEID Seller to End-Users shall mean the gross invoice price to End-Users for such Royalty Products, less (1) deductions for allowances, discounts, including cash discounts, and returns all to the extent customarily given in the trade by the CEPHEID Seller (except that discounts, credits or similar allowances provided to purchasers of Royalty Products in consideration of the purchaser’s agreement to purchase non-Royalty Products shall not be deducted), and (2) sales taxes, and duties and transportation, if separately stated on the invoice. With respect to any Royalty Products used by CEPHEID or any of its Affiliates in connection with (including but not limited to) internal research, development, validation or marketing of any CEPHEID or CEPHEID Affiliate’s products other than a Licensed Product, the Net Sales of such Royalty Products shall be determined based upon the average Selling price of such Royalty Product to all Third Party End-users during the Reporting Period or if no average Selling price of such Royalty Product is available for such period, at a reasonable value based upon the average Selling prices of products available in the marketplace similar to such Royalty Products.
Calculation of Net Sales. All Royalty Payments to IPSEN under this Agreement shall be made in U.S. dollars. When calculating Net Sales, ACADIA shall convert the amount of invoiced sales in currencies other than U.S. dollars into U.S. dollars using an exchange rate equal to the weighted average of the rates of exchange for the currency of the country from which the Royalty Payments are payable as published by The Wall Street Journal, New York edition, (or by the Financial Times, should such currency not be published in The Wall Street Journal) during the calendar quarter for which a payment is due.
Calculation of Net Sales. Net Sales with respect to the Sale of Royalty Products for use in the Licensed Fields, other than the Plasma Testing Field, by an IGEN Seller to End-Users shall mean the gross invoice price to End-Users for such Royalty Products, less: (a) deductions for allowances, discounts, including cash discounts, and returns all to the extent customarily given in the trade by the IGEN Seller (except that discounts, credits or similar allowances provided to purchasers of Royalty Products in consideration of the purchaser's agreement to purchase non-Royalty Products shall not be deducted), (b) sales taxes, duties and transportation, if separately stated on the invoice, (c) amounts repaid or credited by reason of rejection or return, (d) outbound transportation costs prepaid or allowed and costs of insurance in transit and handling charges (or other similar charges), and/or (e) compulsory payments and rebates to Third Parties related to the Sale of the Licensed Products paid or payable pursuant to agreements (including, without limitation, managed care agreements) or governmental regulations.
