Net Sales Statements Clause Samples
The Net Sales Statements clause requires a party, typically a licensee or distributor, to provide regular reports detailing the total sales of products or services, minus certain deductions such as returns or allowances. These statements are usually submitted on a periodic basis, such as quarterly or annually, and must include supporting documentation to verify the reported figures. The core function of this clause is to ensure transparency and accuracy in financial reporting, enabling the other party—often a licensor or supplier—to verify the correct calculation of royalties or other payments based on net sales.
Net Sales Statements. Within forty-five (45) days after the end of each Fiscal Year with respect to Milestone 1, and each Fiscal Quarter with respect to Milestone 2, during the Milestone Period, Parent shall have compiled a Net Sales Statement for such Fiscal Year or Fiscal Quarter, as applicable. Parent shall keep each such Net Sales Statement in its books and records.
Net Sales Statements. Within sixty (60) days of the end of each Fiscal Quarter, Parent shall have compiled a Net Sales Statement for the Rolling Period ending on the last day of such Fiscal Quarter. Parent shall keep each such Net Sales Statement in its books and records.
Net Sales Statements. Within sixty (60) days of the end of each Calendar Year, Parent shall have compiled a Net Sales Statement for such Calendar Year. Parent shall keep each such Net Sales Statement in its books and records.
Net Sales Statements. Following the U.S. Commercial Launch and until the earlier of (a) achievement of each of the Annual Net Sales Milestones or (b) delivery of the Net Sales Statement with respect to the final calendar quarter of the Sales Milestone Period, on or prior to the Milestone Determination Date with respect to each calendar quarter, Parent shall provide the Rights Agent with a Net Sales Statement covering the preceding four calendar quarters (or shorter period to have elapsed since the beginning of the Sales Milestone Period).
Net Sales Statements. No later than the fifth (5th) Business Day after Parent files its first SEC Report following the end of each calendar quarter during the Milestone Achievement Period commencing with the fourth (4th) full calendar quarter after the Effective Time, Parent shall deliver to the Rights Agent a Net Sales Statement for the four calendar quarters most recently ended. Upon the written request of any Holder, the Rights Agent shall deliver to such Holder a copy of any Net Sales Statement so requested.
Net Sales Statements. Following the U.S. Commercial Launch and until the earlier of (a) achievement of each of the Annual Net Sales Milestones or (b) delivery of the Net Sales Statement with respect to the final calendar quarter of the Sales Milestone Period, on or prior to the Milestone Determination Date with respect to each calendar quarter, Parent shall provide the Rights Agent with a Net Sales Statement covering the preceding four calendar quarters (or shorter period to have elapsed since the beginning of the Sales Milestone Period). The Rights Agent keep a copy of the Net Sales Statement in its records and shall have no other duty or obligation with respect to the Net Sales Statement.
Net Sales Statements. Following the U.S. Commercial Launch and until the earlier of (a) achievement of the Net Sales Milestone or (b) delivery of the Net Sales Statement with respect to the final calendar quarter of the Sales Milestone Period, on or prior to the Milestone Determination Date with respect to each calendar quarter, Parent shall within 30 days of the end of each calendar quarter provide the Representative with a Net Sales Statement covering the preceding four calendar quarters (or shorter period to have elapsed since the beginning of the Sales Milestone Period).
Net Sales Statements. For each of the six months ended June 30 and December 31 in each calendar year ending on or prior to December 31, 2025, Parent shall provide the Rights Agent with a Net Sales Statement within forty-five (45) days after the end of such period.
Net Sales Statements. (i) From the Closing Date through the end of the Earn-Out Period (as defined in Section 2.03(k)), for each calendar month Parent shall deliver to the Merger Committee a statement setting forth for each of the Company Covered Products the Net Sales (as defined in Section 2.03(k)) (which statement shall also list unit quantities and the Net Sales amount of Company Covered Products shipped by Parent and its affiliates by product family in the United States, Japan and Europe, assuming standard foreign exchange rates and with a weighted average exchange rate for such currencies during such calendar month) for the preceding calendar month (each, a "Net Sales Statement") within thirty calendar days following the end of the preceding calendar month. Each party hereto agrees to, and (if applicable) shall use its reasonable efforts to cause its agents, representatives, affiliates, shareholders, employees, officers and directors, to treat and hold as confidential (and not disclose or provide access to any person except to the arbitrator, if necessary pursuant to Section 2.03(f) or the accounting firm, if any, retained by the Merger Committee pursuant to Section 2.03(c)(ii)) all information contained and relating to the Net Sales Statements.
(ii) After receipt of each Net Sales Statement, the Merger Committee shall have 20 days to review such Net Sales Statement and request a copy of any materials that are reasonably necessary to verify the Net Sales Statement (the later of the date such 20 day period expires and the date when the Merger Committee receives all such requested additional materials, if any, being the "Net Sales Review Date"). If the Merger Committee deems it necessary, it shall further consult with a nationally recognized accounting firm (which shall enter into a customary confidentiality agreement with Parent) selected by the Merger Committee and which shall be reasonably acceptable to Parent. The reasonable fees and expenses of the accounting firm retained by the Merger Committee in conducting its review pursuant to this Section 2.03(c)(ii) shall be paid in accordance with Section 2.03(j) below. The Merger Committee shall make such further investigations as it deems appropriate.
(iii) The Merger Committee may dispute any amounts reflected on any Net Sales Statement, but only on the basis that (A) the amounts reflected on such Net Sales Statement were not arrived at in accordance with GAAP applied on a basis consistent with the preparation of Parent's c...
Net Sales Statements. Within sixty (60) days after the end of each Calendar Year during the Milestone Periods, Parent shall deliver to the Rights Agent a Net Sales Statement for such Calendar Year. Within ten (10) days of receiving a request from a Holder for a copy of a Net Sales Statement, the Rights Agent shall provide a copy of any Net Sales Statement(s) it has received from Parent pursuant to the preceding sentence in this Section 4.5 to such requesting Holder, at no cost to the Holder.