Common use of Net Sales Clause in Contracts

Net Sales. “Net Sales” shall mean: the amount of revenue actually received by Licensee or its Affiliate(s), during any specified period in accordance with GAAP for the sale, transfer, or other disposition of a Licensed Product, less the following deductions to the extent applicable to such amounts: (i) all trade, cash and quantity credits, discounts, rebates or refunds; (ii) credits or allowances for returns, billing errors, damaged, outdated or recalled Licensed Products, in each case during such period; and (iii) packaging costs, handling fees, insurance and prepaid freight, sales taxes, duties and other governmental charges (including value- added tax), but excluding what is commonly known as income taxes; provided that if a Licensed Product is so sold or otherwise transferred for a single price in the form of a Combination Product, Net Sales shall be further calculated pursuant to Section 1.16(b) below; Notwithstanding the foregoing, in the event that, in any given Calendar Quarter, a Licensed Product is sold as part of a Combination Product, the amount of revenue received for such Licensed Product shall be calculated by multiplying the revenue received for such Combination Product by the fraction A/(A+B) where “A” is the average revenue received for such Licensed Product(s) sold separately during such Calendar Quarter, and “B” is the average revenue received for the other items included in such Combination Product sold separately during such Calendar Quarter. In the event that such separate sales of components in a Combination Product were not made or performed during the applicable Calendar Quarter, then the amount of revenue received for a Licensed Product that is sold as part of a Combination Product shall be calculated by multiplying the amount of revenue received for the Combination Product by *** percent (***%). The parties agree that any allocation of revenue from the sale or other disposition of Combination Products pursuant to this Section 1.16(b) shall be done in good faith, and shall take into consideration revenue recognition guidance under GAAP which is applicable to multiple-deliverable revenue arrangements. Net Sales shall not include sales between or among Licensee and its Affiliate; provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include sales by such Affiliate in accordance with GAAP in connection with the resale of such Licensed Product to a Third Party. Notwithstanding anything else in this in this section, the supply or other disposition of Licensed Products without charge as (i) samples, or (ii) for use in any tests or studies reasonably necessary to comply with any applicable law, regulation or request by a regulatory or governmental authority or as is otherwise reasonable and customary in the industry, in each case shall not be included within the computation of Net Sales.

Net Sales. The term “Net Sales” shall mean: mean the amount of revenue actually received gross amounts invoiced by (i) Licensee or its Affiliate(s), during any specified period in accordance with GAAP for the sale, transfer, Affiliates or other disposition Sublicensees to Third Parties on sales of a Licensed Product, less the following deductions to the extent applicable to such amounts: (i) all trade, cash and quantity credits, discounts, rebates or refunds; (ii) credits or allowances for returns, billing errors, damaged, outdated or recalled Licensed Products, in each case during such period; and (iii) packaging costs, handling fees, insurance and prepaid freight, sales taxes, duties and other governmental charges (including value- added tax), but excluding what is commonly known as income taxes; provided that if a Licensed Product is so sold or otherwise transferred for a single price in the form of a Combination Product, Net Sales shall be further calculated pursuant to Section 1.16(b) below; Notwithstanding the foregoing, in the event that, in any given Calendar Quarter, a Licensed Product is sold as part of a Combination Product, the amount of revenue received for such Licensed Product shall be calculated by multiplying the revenue received for such Combination Product by the fraction A/(A+B) where “A” is the average revenue received for such Licensed Product(s) sold separately during such Calendar Quarter, and “B” is the average revenue received for the other items included in such Combination Product sold separately during such Calendar Quarter. In the event that such separate sales of components in a Combination Product were not made or performed during the applicable Calendar Quarter, then the amount of revenue received for a Licensed Product that is sold as part of a Combination Product shall be calculated by multiplying the amount of revenue received for the Combination Product by *** percent (***%). The parties agree that any allocation of revenue from the sale or other disposition of Combination Products pursuant to this Section 1.16(b) shall be done in good faith, and shall take into consideration revenue recognition guidance under GAAP which is applicable to multiple-deliverable revenue arrangements. Net Sales shall not include sales between or among Licensee and its Affiliate; provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include sales by such Affiliate in accordance with GAAP in connection with the resale of such Licensed Product to a Third Party. Notwithstanding anything else in this in this section, the supply or other disposition of Licensed Products without charge as (i) samples, or (ii) Licensee or its Affiliates to Third Parties on sales of Company Products; in each case, less the following items, to the extent attributable to such sales of Products (if not previously deducted from the amount invoiced): (a) […***…]; (b) […***…]; (c) […***…]; (d) […***…]; (e) […***…]; (f) […***…]; and (g) […***…]. Net Sales shall include all consideration charged by Licensee, its Affiliate, or, solely in the case of Licensed Products, a Sublicensee (in each case, a “Selling Party”), in exchange for use any Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor shall be generated or the Product is shipped for delivery. Sales of Products by one Selling Party to another Selling Party for resale shall be excluded, and only the ***Confidential Treatment Requested subsequent sale of such Products to unrelated parties shall be included in the calculation of Net Sales hereunder. The deductible items listed in sub-clauses (a)-(g) above shall be either (i) included as line items on the invoice, or (ii) reasonably supported by other appropriate documentation as being specifically attributable to sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the Selling Party; and such amounts shall be included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 6.3. If Licensee or another Selling Party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are received. Products distributed as free promotional samples or in any tests compassionate use program, donated to non-profit institutions or studies reasonably necessary to comply with any applicable lawgovernment agencies, regulation or request by a regulatory or governmental authority or as is otherwise reasonable and customary in the industrywhich, in each case case, no monetary or other consideration is paid to or received by the Selling Party, and Products used in research or development activities, including, without limitation, clinical trials, shall not be included within the computation of disregarded in determining Net Sales.

Net Sales. As used herein, “Net Sales” shall mean: mean the amount gross invoice price (not including value added taxes, sales taxes, or similar taxes) of revenue actually received Product sold by Licensee Parent or Merger Sub or its Affiliate(s), during any specified period in accordance with GAAP for the sale, transfer, or other disposition of a Licensed Product, less the following deductions Subsidiaries (but only to the extent applicable of the Parent’s percentage beneficial economic ownership in any such Subsidiary) to such amountsthe first end user Third Party after deducting, if not previously deducted, from the amount invoiced or received with usual and customary practices for their products generally: (i) all trade discounts, including trade, cash and quantity credits, discounts, rebates or rebates, credits or refunds; (ii) allowances or credits actually granted upon claims, returns or allowances for returnsrejections of products, billing errorsincluding recalls, damaged, outdated or recalled Licensed Products, in each case during regardless of the party requesting such periodrecall; and (iii) packaging costscredits and allowances for wastage replacement and bad debts; (iv) charges included in the gross sales price for freight, handling feesinsurance, transportation, postage, handling, insurance and prepaid freightany other charges relating to the sale, sales taxestransportation delivery or return of the Licensed Product; (v) customs duties, duties sales, excise, withholding and use taxes and any other governmental charges (including value- value added tax)) actually paid in connection with the transportation, distribution, use or sale of the Licensed Product (but excluding what is commonly known as income taxes); provided (vi) rebates and chargebacks or retroactive price reductions made to federal, state, or local governments (or their agencies), or any Third Party payor, administrator or contractee, including managed health organizations; (vii) payments to Third Party wholesalers pursuant to inventory management agreements; (viii) the actual cost of goods of the delivery device that if a Licensed Product is so sold or otherwise transferred for a single price included in the form invoiced amount and is used for administration of a Combination the Licensed Product, Net Sales ; and (viii) any item substantially similar in character or substance to the above. Each of the foregoing deductions shall be further calculated pursuant to Section 1.16(b) below; Notwithstanding the foregoing, determined as incurred in the event that, Ordinary Course of Business in any given Calendar Quarter, a Licensed Product is sold as part of a Combination Product, the type and amount of revenue received for such Licensed Product shall be calculated by multiplying the revenue received for such Combination Product by the fraction A/(A+B) where “A” is the average revenue received for such Licensed Product(s) sold separately during such Calendar Quarter, consistent with good industry practice and “B” is the average revenue received for the other items included in such Combination Product sold separately during such Calendar Quarter. In the event that such separate sales of components in a Combination Product were not made or performed during the applicable Calendar Quarter, then the amount of revenue received for a Licensed Product that is sold as part of a Combination Product shall be calculated by multiplying the amount of revenue received for the Combination Product by *** percent (***%). The parties agree that any allocation of revenue from the sale or other disposition of Combination Products pursuant to this Section 1.16(b) shall be done in good faith, and shall take into consideration revenue recognition guidance under GAAP which is applicable to multiple-deliverable revenue arrangements. Net Sales shall not include sales between or among Licensee and its Affiliate; provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include sales by such Affiliate in accordance with GAAP generally accepted accounting principles. For clarification, sale of Licensed Products by Parent or Merger Sub to another entity for resale by such entity to a Third Party shall not be deemed a sale for purposes of “Net Sales” hereunder. Further, transfers or dispositions of the Licensed Products (i) in connection with the resale of such Licensed Product to a Third Party. Notwithstanding anything else in this in this sectionpatient assistance programs, the supply (ii) for charitable or promotional purposes, (iii) for preclinical, clinical, regulatory or governmental purposes or under so-called “named patient” or other disposition of Licensed Products without charge as limited access programs, (i) samples, or (iiiv) for use in any tests or studies reasonably necessary to comply with any applicable lawLaw, regulation or request by a regulatory or governmental authority or as is otherwise reasonable and customary in the industryRegulatory Authority shall not, in each case shall not case, be included within the computation of deemed “Net Sales.” All calculations of Net Sales must be in accordance with GAAP and based on, or valued as if based on, bona fide arm’s length transactions and not on any bundled, loss-leading, or other blended or artificial selling or transfer price. Moreover, royalty on sales in currencies other than U.S. Dollars shall be converted and paid in USD (or the preferred currency of Parent) using the appropriate foreign exchange rate for the currency quoted by Bank of America foreign exchange desk, on the close of business on the last banking day of each calendar quarter. No royalties for sales outside the United States shall be payable with respect to sales as to which conversion cannot be made of the currency billed into United States Dollars until such conversion can be legally made, at which time royalties shall be paid in United States Dollars at the rate of exchange as quoted by Bank of America foreign exchange desk for the last business day of the calendar quarter during which the restriction on conversion was lifted. However, Parent shall have the right to have the royalties paid in the blocked currency by depositing the same in Company’s name in a bank in any such country as designated by Company.

Net Sales. “The term "Net Sales” " shall mean: mean the total amount invoiced to third parties on sales of revenue actually received Licensed Products by Licensee or Licensee, its Affiliate(s), during any specified period in accordance with GAAP for the sale, transferAffiliates, or other disposition of a Licensed ProductSublicensees, for which royalties are due under Article 3 below, less the following reasonable and customary deductions to the extent applicable to such invoiced amounts: (i) all trade, cash and quantity credits, discounts, rebates refunds or refundsgovernment rebates; (ii) amounts for claims, allowances or credits or allowances for returns, billing errorsretroactive price reductions, damaged, outdated or recalled Licensed Products, in each case during such periodchargebacks; and (iii) packaging costspackaging, handling fees, insurance fees and prepaid freight, sales taxes, duties and other governmental charges (including value- value added tax); and (iv) provisions for uncollectible accounts determined in accordance with reasonable accounting practices, but excluding what is commonly known as income taxesconsistently applied to all products of the selling party; provided provided, however, that if a Licensed Product is so sold or otherwise transferred for a single price in the form case of a Combination ProductPatient-Specific Licensed Products, "Net Sales" shall equal [* ] of the foregoing amounts (after the deductions described in (i) through (iv) above). For purposes of the foregoing, it is understood that Net Sales shall include only the amount invoiced for materials consisting of Licensed Products (less the foregoing deductions and adjustments) and shall not include charges related to services (other than cell separation and expansion) performed in connection with the sale of such Licensed Products; accordingly, Net Sales shall be further calculated pursuant to Section 1.16(b) below; Notwithstanding not include, without limitation, charges for apheresis, reinfusion, surgical procedures, hospital stays or the foregoinglike. For the removal of doubt, in the event that, in any given Calendar Quarter, a Licensed Product is sold as part of a Combination Product, the amount of revenue received for such Licensed Product shall be calculated by multiplying the revenue received for such Combination Product by the fraction A/(A+B) where “A” is the average revenue received for such Licensed Product(s) sold separately during such Calendar Quarter, and “B” is the average revenue received for the other items included in such Combination Product sold separately during such Calendar Quarter. In the event that such separate sales of components in a Combination Product were not made or performed during the applicable Calendar Quarter, then the amount of revenue received for a Licensed Product that is sold as part of a Combination Product shall be calculated by multiplying the amount of revenue received for the Combination Product by *** percent (***%). The parties agree that any allocation of revenue from the sale or other disposition of Combination Products pursuant to this Section 1.16(b) shall be done in good faith, and shall take into consideration revenue recognition guidance under GAAP which is applicable to multiple-deliverable revenue arrangements. Net Sales shall not include sales between or among by Licensee and to its Affiliate; Affiliates for resale, provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include sales the amounts invoiced by such Affiliate in accordance with GAAP in connection with to third parties on the resale of such Licensed Product to Product. In the event that Licensee grants a Third Party. Notwithstanding anything else in this in this sectionsublicense hereunder, and receives payments based upon the supply or other disposition Sublicensee's sales of Licensed Products without charge as (i) samplesProducts, or (ii) for use in any tests or studies reasonably necessary to comply with any applicable lawLicensee may upon approval by Scripps, regulation or request by a regulatory or governmental authority or as is otherwise reasonable and customary in the industry, in each case which approval shall not be included within unreasonably withheld, substitute the computation definition of "Net Sales," used by the Sublicensee to calculate payments to Licensee in place of the foregoing definition of "Net Sales" for purposes of calculating royalties payable to Scripps on such Sublicensee's sales.

Net Sales. “Net Sales” shall mean: For the amount purposes of revenue actually received this Section 8.3, net sales means, in any case where a Licensor Improvement Product is sold or commercially disposed of for value by Licensee Licensor or its Affiliate(sany sublicensee of Licensor in an arm's length transaction with a third party (other than an Affiliate of Licensor or sublicensee of Licensor), during any specified period in accordance with GAAP the gross invoice price for the sale, transfer, or other disposition of a Licensed such Licensor Improvement Product, less the following deductions to the extent applicable to such amountsfollowing: (i) all trade, cash and quantity credits, discounts, chargebacks, Medicare or other [*] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. government rebates, and rebates to purchasers actually taken or refundsallowed; (ii) credits or allowances given or made for returnsrejections or return of any previously sold products actually taken or allowed; (iii) to the extent included in such gross invoice price any tax or government charge imposed on the production, billing errorsimport, damagedexport, outdated sale, delivery or recalled Licensed Productsuse of such products, in each case during such periodincluding, without limitation, any value added or similar tax or government charge, but not including any tax levied with respect to income; and (iiiiv) to the extent included in such gross invoice price any reasonable and documented packaging costs, handling fees, insurance and prepaid freight, distribution charges. Net sales taxes, duties shall also include and other governmental charges be deemed to have been made with respect to (including value- added tax), but excluding what is commonly known as income taxes; provided that if a Licensed A) any Licensor Improvement Product is so not sold or otherwise transferred to any third party but rather used by Licensor to provide a commercial service and (B) any other transfer of a Licensor Improvement Product for a single price less than arm's length value other than intercompany transfers where the transferee is not the end user. The amount of any net sale as defined in the form of a Combination Product, Net Sales preceding sentence shall be further calculated pursuant to Section 1.16(b) below; Notwithstanding imputed using the foregoing, price or prices at which the Licensor Improvement Product at issue is then being sold in the event that, in any given Calendar Quarter, a Licensed Product is sold as part of a Combination Product, the amount of revenue received for such Licensed Product shall be calculated by multiplying the revenue received for such Combination Product transactions covered by the fraction A/(A+B) where “A” is the average revenue received for such Licensed Product(s) sold separately during such Calendar Quarter, and “B” is the average revenue received for the other items included in such Combination Product sold separately during such Calendar Quarter. In the event that such separate sales first sentence of components in a Combination Product were not made or performed during the applicable Calendar Quarter, then the amount of revenue received for a Licensed Product that is sold as part of a Combination Product shall be calculated by multiplying the amount of revenue received for the Combination Product by *** percent (***%). The parties agree that any allocation of revenue from the sale or other disposition of Combination Products pursuant to this Section 1.16(b) shall or, if no such transactions have occurred, on a reasonable basis to be done in good faithdetermined at the time by the Parties. Notwithstanding any other provision of this Section, and shall take into consideration revenue recognition guidance under GAAP which is applicable to multiple-deliverable revenue arrangements. Net Sales net sales shall not include sales between or among Licensee and its Affiliate; provided that if Licensee sells a Licensed the transfer without consideration of any Licensor Improvement Product to an Affiliate for resale, Net Sales shall include sales by such Affiliate in accordance with GAAP in connection with the resale of such Licensed Product to a Third Party. Notwithstanding anything else in this in this section, the supply or other disposition of Licensed Products without charge as Licensor (i) samples, or (iix) for use in any tests clinical trial or studies reasonably necessary in any preclinical or other research, (y) as detailing samples or other use to comply promote additional net sales in amounts consistent with any applicable lawthe normal business practices of Licensor, regulation or request by a regulatory or governmental authority or as is otherwise reasonable and customary in the industry, in each case shall not be included within the computation of Net Sales(z) for compassionate use.