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.
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. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Calculation of Net Sales. Until the Royalty Milestone Longstop Date, the following provisions shall apply:
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. 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. 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.
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. 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.
