Gross and Net Sales Sample Clauses

Gross and Net Sales. ‘‘Gross Sales’’ means *** "Net Sale’’ means ***
Sample 1
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Gross and Net Sales. “Gross Sales” means the invoiced amount of the bona fide, arm’s length wholesale price of Licensed Products when shipped, including, but not limited to, Seconds, Close-Outs, Off-Price Sales (if any), samples sold in employee sales (but not otherwise), in each case before any deductions for returns, allowances or discounts, and excluding freight, taxes and insurance separately itemized on an invoice in arms’ length transactions. If Licensee or any of its subsidiary distributors, or other subsidiaries sells Licensed Products to consumers, the Percentage Fee shall be based on the bona fide, arms’ length wholesale price that Licensee charges similarly-situated retailers in the applicable region, irrespective of Licensee's internal accounting treatment of such sales. If Licensee or any of its subsidiary distributors, or other subsidiaries sells Licensed Products to an Affiliated company (such sale, an “Interim Affiliate Sale”) which in turn sells the Licensed Products on a wholesale basis to an un-Affiliated third party (such sale, a “Final Third Party Sale”), then the Percentage Fee shall only accrue in respect of the Final Third Party Sale and not also in respect of the Interim Affiliate Sale. “Net Sales” means Gross Sales of Licensed Products as invoiced, less: (i) normal trade discounts (defined as reductions in or from the regular wholesale selling price that are customary in the trade) that Licensee actually grants in writing prior to delivery; (ii) returns for damaged or defective goods or otherwise, in each case actually allowed and returned to the Licensee (or destruction of returns in place that Licensee authorizes); (iii) markdown or margin allowances (defined as credits to a customer after delivery that Licensee actually grants in writing) but excluding advertising and promotional allowances (except certain pre-holiday (e.g. mother’s day, father’s day, graduation) and special events (e.g. VIP sales, promo for friends and family), and special customer discounts on sales to retail accounts for these purposes); and (iv) taxes, freight and insurance to the extent the same are separately stated on Licensee’s invoices. No other discounts, reductions or deductions from Gross Sales shall be taken in computing Net Sales, including, but not limited to, deductions for special promotions, advertising, warehouse or distribution expenses, other allowance (such as advertising) or for uncollectible accounts. The combined deductions from the Gross Sales of Licensed ...
Sample 1

Related to Gross and Net Sales

  • Net Sales The term “

  • Royalties on Net Sales Novo will pay to Neose royalties as a percentage of annual Net Sales of each New Product during the Term at the applicable rates set forth in this Section 4.1 and in accordance with this Section 4:

  • Gross Sales Notwithstanding anything in the Lease to the contrary the definition of Gross Sales shall be as follows:

  • Sublicense Revenue In the event Licensee or an Affiliate of Licensee sublicenses under Section 2.2, Licensee shall pay CareFusion **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** of any Sublicense Revenues resulting from sublicense agreements executed by Licensee.

  • Royalties 8.1 In consideration of the license herein granted, LICENSEE shall pay royalties to LICENSOR as follows:

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Earned Royalties Subject to of Article 7 hereof, Licensee shall pay to Licensor for the rights granted hereunder a sum equal to one and [*****] of the Net Invoice Value of Trademarked Products Sold by Licensee (the "Royalties"). The Royalties shall be remitted in accordance with Section 7.4 of this Agreement. 6.2

  • Royalty Rates Within [***] ([***]) [***] after the end of each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the applicable Royalty Term, Hansoh shall make royalty payments to Viela based on Net Sales of all Licensed Products sold in the Territory in accordance with the table below. Within [***] ([***]) [***] after the end of each calendar quarter during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of Net Sales of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

  • Sublicense Income Company shall pay Medical School {***} of all Sublicense Income. Such amounts shall be due and payable within sixty (60) days after Company receives the relevant payment from the Sublicensee.

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