Common use of Net Sales Clause in Contracts

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by (i) Licensee or its Affiliates or Sublicensees to Third Parties on sales of Licensed Products, 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 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 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 compassionate use program, donated to non-profit institutions or government agencies, in which, in each 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 be disregarded in determining Net Sales.

Net Sales. The term “"Net Sales” " shall mean the gross total amount invoiced to third parties on sales of Licensed Products by Licensee, its Affiliates, or Sublicensees, 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, refunds or government rebates; (ii) amounts for claims, allowances or credits for returns, retroactive price reductions, or chargebacks; (iii) packaging, handling fees and prepaid freight, sales taxes, duties and other governmental charges (including value added tax); and (iv) provisions for uncollectible accounts determined in accordance with reasonable accounting practices, consistently applied to all products of the selling party; provided, however, that in the case of Patient-Specific Licensed Products, "Net Sales" shall equal thirty percent (30%) 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 not include, without limitation, charges for apheresis, reinfusion, surgical procedures, hospital stays or the like. For the removal of doubt, Net Sales shall not include sales by Licensee to its Affiliates for resale, provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include the amounts invoiced by (i) such Affiliate to third parties on the resale of such Licensed Product. In the event that Licensee or its Affiliates or Sublicensees to Third Parties on grants a sublicense hereunder, and receives payments based upon the Sublicensee's sales of Licensed Products, or (ii) Licensee or its Affiliates may upon approval by Scripps, which approval shall not be unreasonably withheld, substitute the definition of "Net Sales," used by the Sublicensee to Third Parties on sales calculate payments to Licensee in place of Company Products; in each case, less the following items, to the extent attributable to such sales foregoing definition 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 Sales" for 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 calculating royalties payable 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 subsequent sale of Scripps on 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 compassionate use program, donated to non-profit institutions or government agencies, in which, in each 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 be disregarded in determining Net SalesSublicensee's sales.

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by (i) Licensee or its Affiliates or Sublicensees to Third Parties Dermira shall pay Licensor a royalty on sales of Licensed Products, or Net Sales as follows: (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): (aA) […***…]; (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 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 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 Territory until [*] (the “Rose U Patent Royalty Term”), (B) Following the Rose U Patent Royalty Term: a. For Licensed Product which at the time of sale are [*]% of Net Sales in the country of sale; b. Until the expiration of the applicable reporting period Know-How Royalty Term, for Licensed Product which at the time of sale are [*]% of Net Sales in the country of sale; c. Following the expiration of the applicable Know-How Royalty Term, the licenses granted hereunder for Licensed Product which at the time of sale are [*] shall be considered fully paid up, and Dermira shall have no obligation to pay royalties on any Net Sales on such refunded Licensed Products occurring after such date in such countries; and d. Following the expiration of the last to occur of (i) the last Know-How Royalty Term, and (ii) the last Valid Claim of the Non-Rose U Patents, the licenses granted hereunder for all Licensed Products shall be considered fully paid up and Dermira shall have no obligation to pay royalties on any Net Sales of any Licensed Products occurring after such date. (ii) This Section 4.2(a)(ii) applies only after the expiration of the Rose U Patent Royalty Term and only to adjust the royalty rate under Section 4.2(a)(i)(B)a above. If at any time one or reimbursed amounts are received. Products distributed as free promotional samples more third parties launches, sells or otherwise distributes a Generic Product in any compassionate use program, donated country and such Generic Product(s) account for [*] percent [*] or more of aggregate prescriptions of Licensed Product and all Generic Products in the given country in any given Quarter according to non-profit institutions [*] (or government agencies, in which, in each case, no monetary or other consideration is paid to or received any similar third party mutually agreed by the Selling PartyParties), then the royalty rate under Section 4.2(a)(i)(B)a, from and after the date such Generic Product(s) account for [*] percent [*] or more of aggregate prescriptions of Licensed Product and all Generic Products used in research or development activities, including, without limitation, clinical trialsthe given country in any given Quarter as determined above, shall be disregarded [*]%. (iii) If Dermira is required or otherwise determines it necessary to pay additional royalties or other amounts to third parties in determining Net Salesrespect of intellectual property rights included in a Licensed Product (other than the [*] Payment), then the royalties for such Licensed Product that are due pursuant to Section 4.2(a)(i)(A) and Section 4.2(a)(i)(B) (as may be revised by the application of Section 4.2(a)(ii)) shall be reduced by [*] percent [*] of the amount of royalties or other amounts paid to such third parties, provided that in no event will the royalties payable to Licensor be reduced to less than [*] percent [*] of the amounts specified in Section 4.2(a)(i)(A) and 4.2(a)(i)(B) (as may be revised by the application of Section 4.2(a)(ii)).

Net Sales. The term “Net Sales” shall mean mean: the gross amounts invoiced 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) Licensee all trade, cash and quantity credits, discounts, rebates or its Affiliates refunds; (ii) credits or Sublicensees 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 Third Parties on 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 ProductsProduct 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 for use in any tests or its Affiliates studies reasonably necessary to Third Parties on sales of Company Products; in each casecomply with any applicable law, 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) […***…]; regulation or request by a regulatory or governmental authority or as is otherwise reasonable and (g) […***…]. Net Sales shall include all consideration charged by Licensee, its Affiliate, or, solely customary in the case of Licensed Products, a Sublicensee (in each case, a “Selling Party”), in exchange for 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 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 compassionate use program, donated to non-profit institutions or government agencies, in whichindustry, in each case, no monetary or other consideration is paid to or received by case shall not be included within the Selling Party, and Products used in research or development activities, including, without limitation, clinical trials, shall be disregarded in determining computation of Net Sales.

Net Sales. The (i) For purposes of this Agreement, the term “Net Sales” shall mean the gross amounts invoiced by (i) Licensee revenue that the Company or its Affiliates or Sublicensees actually collect from the sale of any Licensed Product to Third Parties on sales of Licensed Products, or (ii) Licensee or its Affiliates to Third Parties on sales of Company Products; in each casean unaffiliated third party, less the following items, to the extent attributable to such sales of Products (if not previously deducted from the amount invoiced): amounts: (a) […***…]; (b) […***…]; (c) […***…]; (d) […***…]; (e) […***…]; (f) […***…]; payments made or credits allowed to customers for promotional purposes, allowances, rebates, discounts, profit share payments 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 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, usual and only the 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 compassionate use program, donated to non-profit institutions or government agencies, in which, in each case, no monetary or other consideration is paid to or received by the Selling Party, and Products used in research or development activitiescustomary discounts, including, without limitation, volume and prompt payment discounts, to customers, (b) the amount of chargebacks, and amounts repaid or credited by reason of rejections, damages or returns of goods, or because of retroactive price adjustments, (c) specific amounts not collectible after reasonable collection efforts, (d) invoiced taxes, duties, tariffs, surcharges and other governmental charges paid, absorbed or allowed in connection with the sale, import or export of the Licensed Product, (e) freight, postage, insurance charges and other transportation costs incurred in connection with transporting the Licensed Product, and (f) discounts or rebates or other payments required by law to be made under Medicaid, Medicare or other governmental special medical assistance programs, all as determined in accordance with generally accepted accounting principles in the U.S. consistently applied. (ii) In the event that a Licensed Product is sold in a finished combination package with one or more other products, devices, equipment or components (a “Combination Product”), Net Sales for such Combination Product will be calculated by multiplying actual Net Sales of such Combination Product by the fraction A/(A+B) where A is the selling price of the Licensed Product if sold separately in finished form and B is the selling price of any other products, devices, equipment or components in the Combination Product if sold separately in finished form provided that the selling price of any Combination Product shall not be less than A+B. In the event that a product containing such Licensed Product or one or more of such products, devices, equipment or components in the Combination Product are not sold separately, then the parties shall negotiate in good faith a formula for calculating Net Sales for such Combination Product that reflects the respective contributions of the product containing the Licensed Product and such other products, devices, equipment or components to the overall value of such Combination Product. The Company covenants that it will not intentionally manipulate the fraction A/ (A+B) to avoid or reduce royalty payments or obligations that would otherwise be due for sales of the Licensed Product in combination form or otherwise. (iii) Net Sales shall not include the distribution of the Licensed Product free of charge for use in clinical trials, trials or research or for charitable uses. The “Net Sales” for a Licensed Product that is otherwise transferred to a third party for promotional purposes without charge or at a discount shall be disregarded in determining Net Salesthe average invoiced price to customers who purchased the Licensed Product during the applicable calendar quarter.

Net Sales. The term “Net SalesNET SALES” shall mean the gross amounts invoiced GROSS SALES for SALES of LICENSED PRODUCTS by (i) Licensee LICENSEE or its Affiliates AFFILIATES or Sublicensees SUBLICENSEES to Third Parties on sales of Licensed Products, or (ii) Licensee or its Affiliates to Third Parties on sales of Company Products; in each case, any third party less the following items, deductions from such GROSS SALES to the extent attributable to such sales LICENSED PRODUCTS and to the extent actually incurred, allowed, accrued or specifically allocated: (i) Costs of Products Goods Sold (if COGS), normal and customary trade, cash and quantity discounts actually given, credits, refunds, price adjustments or allowances actually granted customers including damaged LICENSED PRODUCTS, returns or rejections of LICENSED PRODUCTS, provided, however, that deductions taken for bad debt shall not previously deducted from the amount invoiced): (a) exceed in aggregate […***…]; ] percent (b) […***…]%) of GROSS SALES of SUBJECT TECHNOLOGIES AND LICENSED PRODUCTS during the calendar quarter; (ii) reasonable and customary freight, shipping, and other transportation charges directly related to the Sale of the LICENSED PRODUCTS and separately stated and included on the invoice to the third party; and (ciii) […***…]; (d) […***…]; (e) […***…]; (f) […***…]; sales, value added, excise taxes, tariffs and (g) […***…]. Net Sales shall include all consideration charged by Licenseeduties, its Affiliateand other taxes and government charges directly related to the sale, or, solely to the extent that such items are included in the case gross invoice price of Licensed Productsthe LICENSED PRODUCTS and actually borne by LICENSEE or its AFFILIATES, SUBLICENSEES or distributors without reimbursement from any third party (but not including taxes assessed against the income derived from such sale); all as determined in accordance with U.S. GAAP and on a Sublicensee basis consistent with LICENSEE’s annual audited financial statements. (iv) Notwithstanding any provision in each casethis Agreement to the contrary, NET SALES shall not include the use of SUBJECT TECHNOLOGY by any AFFILIATE or SUBLICENSEE for non-commercial research purposes. (v) In the event that LICENSED PRODUCTS are leased or exchanged for consideration other than money, the GROSS SALE price shall be the average GROSS SALE price received from third parties during the same quarter; in the event no data exists for said quarter, then the GROSS SALE price shall be the immediately preceding Sale of a “Selling Party”), in exchange for 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 LICENSED PRODUCT within the past six (6) months of said quarter or the fair market value of the LICENSED PRODUCT as mutually agreed between the PARTIES. (vi) The PARTIES agree that upon obtaining prior written approval of WVURC, such property. For purposes approval which shall not unreasonably be withheld, none of: (x) the free use of determining Net Sales, LICENSED PRODUCTS in a sale shall be deemed to have occurred when an invoice therefor shall be generated preclinical 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 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 invoiceclinical trial, or (iiy) reasonably supported by other appropriate documentation as being specifically attributable to sales use 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 LICENSED PRODUCTS as free promotional samples marketing samples, or in any compassionate use program, donated (z) the donation at no-cost of LICENSED PRODUCTS by LICENSEE and/or its AFFILIATES to a non-profit institutions third party charitable organization in connection with donations for charitable, compassionate use or government agenciesexpanded access program purposes will be considered a Sale for purposes of calculating any amounts due to WVURC as NET SALES hereunder, so long as the transfer of said LICENSED PRODUCTS as described in which(x), in each case, no monetary or other consideration is paid to or received by the Selling Party(y), and Products used in research (z) does not collectively exceed [***]% ([***] Percent) of total units of LICENSED PRODUCTS transferred, sold, or development activitiesconveyed to a third party during a calendar year (example: if [***] units of LICENSED PRODUCTS are sold during a single calendar year, includingthe collective total of (x), without limitation(y), clinical trials, and (z) shall be disregarded no more than [***] units), unless as otherwise agreed in determining Net Saleswriting by authorized representatives of the PARTIES.

Net Sales. The term “"Gross Sales" of Tenant, as used in this Lease, is defined to be the gross selling price of all merchandise or services sold in or from the Premises by Tenant, its subtenants, licensees and concessionaires, whether for cash or on credit and whether made by store personnel or by approved vending, video, pinball, or gaming machines or by electronic, telephonic, video, computer, or other technology-based system, whether existing now or developed in the future, located at the Premises or generating orders therefrom. The term "Net Sales” " of Tenant, as used in this Lease, is defined to be Gross Sales excluding the following provided, however, that the below listed items shall mean only be deducted from Gross Sales if they were previously included in Gross Sales. (a) The selling price of all merchandise purchased at the Premises and returned by customers and accepted for full credit or the amount of discounts and allowances made thereon; (b) Goods returned to sources, or transferred to another store or warehouse owned by or affiliated with Tenant; (c) Sums and credits received in the settlement of claims for loss of or damage to merchandise; (d) The price allowed on all merchandise traded in by customers for credit or the amount of credit for discounts and allowances made in lieu of acceptance thereof; (e) Alteration workroom charges and delivery charges at Tenant's cost and collected separately from the selling price; (f) Interest, service or sales carrying charges or other charges, however denominated, paid by customers for extension of credit on sales and where not included in the merchandise sales price; (g) Receipts from public telephones, stamp machines, public toilet locks, or vending machines installed solely for use by Tenant's employees; (h) Sales taxes, so-called luxury taxes, consumers' excise taxes, gross amounts invoiced by receipts taxes and other similar taxes now or hereafter imposed upon the sale of merchandise or services, but only if collected separately from the selling price of merchandise or services and collected from customers; (i) Licensee or its Affiliates or Sublicensees to Third Parties on sales of Licensed Products, 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 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 excludedfixture, and only equipment or property which are not stock in trade. All sales originating at the 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 Premises shall be considered Net Sales in as made and completed therein, even though bookkeeping and payment of the applicable reporting period in which such refunded account may be transferred to another place for collection and even though actual filling of the sale or reimbursed amounts are receivedservice order and actual delivery of the merchandise may be made from a place other than the Premises. Products distributed as free promotional samples Each sale upon installments or in any compassionate use program, donated to non-profit institutions or government agencies, in which, in each 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, credit shall be disregarded in determining Net Salestreated as a sale for the full cash price at the time of sale.

Net Sales. The term “Net Sales” shall mean mean: the gross amounts invoiced 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 the 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. 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 its Affiliates or Sublicensees to Third Parties on sales other disposition of Licensed ProductsProducts without charge as (i) samples, or (ii) Licensee for use in any tests or its Affiliates studies reasonably necessary to Third Parties on sales of Company Products; in each casecomply with any applicable law, 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) […***…]; regulation or request by a regulatory or governmental authority or as is otherwise reasonable and (g) […***…]. Net Sales shall include all consideration charged by Licensee, its Affiliate, or, solely customary in the case of Licensed Products, a Sublicensee (in each case, a “Selling Party”), in exchange for 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 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 compassionate use program, donated to non-profit institutions or government agencies, in whichindustry, in each case, no monetary or other consideration is paid to or received by case shall not be included within the Selling Party, and Products used in research or development activities, including, without limitation, clinical trials, shall be disregarded in determining computation of Net Sales.

Net Sales. The term “Net Sales” " shall mean with respect to Product that sum determined by deducting from the gross amounts amount invoiced by an ILEX Party, Schering AG, its subdistributors and any other distributor of the Product and any of their Affiliates and non-Affiliate sublicensees (collectively, the "Distributors"), for Product sold for use in the United States and its territories and possessions in an arms length transaction to customers who are not Distributors: (i) Licensee or its Affiliates or Sublicensees to Third Parties on sales of Licensed Products, or transportation charges and insurance charges relating thereto; (ii) Licensee trade, quantity or its Affiliates to Third Parties on sales of Company Products; in each case, less the following itemscash discounts, to the extent attributable to such sales of Products (if not previously deducted from the amount invoiced): (a) […***…]allowed; (biii) […***…]rebates, chargebacks, credits or allowances, if any, given or made on account of price adjustments, or returns, to the extent made; (civ) […***…]any and all Federal, state or local government rebates, whether in existence now, or enacted at any time during the term of this Agreement, to the extent made; (dv) […***…]; any tax (e) […***…]; (f) […***…]not including income taxes or similar taxes), customs duty, excise or other governmental charge upon or measured by the production, sale, transportation, delivery or use of the Product; and (gvi) […***…]. Net Sales shall include all consideration charged by Licensee, its Affiliate, or, solely in the case reasonable allowance for bad debts not to exceed one percent of Licensed Products, a Sublicensee (gross amount invoiced; in each case, a “Selling Party”), in exchange for 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 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 case determined in accordance with the Distributors' normal internal accounting practices and United States Generally Accepted Accounting Principles Principles. For the purpose of calculating Net Sales, the Parties recognize that (“GAAP”a) or International Financing Reporting Standards (“IFRS”)a Distributor's customers may include entities in the chain of commerce who enter into agreements with the Distributor as to price even though title to the Product does not pass directly from the Distributor to such customers, as applicable, consistently applied throughout and even though payment for such Product is not made by such customers directly to the organization of the Selling PartyDistributor; and (b) in such amounts cases chargebacks paid by the Distributor to or through a third party (such as a wholesaler) can be deducted from gross revenue in order to calculate Net Sales. Any deductions listed above which involve a payment by a Distributor shall be included in taken as a deduction against aggregate sales for 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 the payment is made or reimbursed amounts are receiveddeduction is taken. Products distributed as free promotional samples In the event that a Distributor sells through or in any compassionate use programto a subdistributor, donated to non-profit institutions or government agenciesDistributor sells through an Affiliate, in which, in each case, no monetary or other consideration is paid to or received then Net Sales shall be calculated based on the amount invoiced by the Selling Party, and Products used in research Distributor or development activities, including, without limitation, clinical trials, shall be disregarded in determining Net Salesits Affiliates or their subdistributors to an entity that is not an Affiliate or subdistributor.

Net Sales. The term “Net Sales” shall mean the gross amounts amount invoiced by (i) Licensee or Licensee, its Affiliates or Sublicensees its Sublicensees, or any of them (in each case, a “Selling Party”), to Third Parties on all sales of Licensed Products, less (a) discounts actually granted or allowed; (iib) Licensee credits or its Affiliates allowances for claims, allowances, retroactive price reductions, or rejected or returned goods; (c) rebates and chargebacks granted or allowed to Third Parties on sales managed health care organizations, [***], pharmacy benefit managers (or equivalents thereof), national, state/provincial, local, and other governments and their agencies, and purchasers and reimbursers, or to trade customers; (d) transportation charges for the delivery of Company Products, including handling charges and insurance premiums relating thereto; in each case(e) sales, less the following itemsuse, excise or value added taxes (except for any value added taxes that are reimbursable or reimbursed to the extent attributable to such Selling Party) actually paid in connection with sales of Products (if not previously deducted from the amount invoiced): (a) […***…]; (b) […***…]; (c) […***…]; (d) […***…]; (e) […***…]but excluding what are commonly known as income taxes or gross receipt taxes); (f) […***…]duties imposed and paid on the import of Products for sale; and (g) a reasonable allowance for bad debts directly attributable to sales of Products, provided that such allowance shall not exceed […***…]] of Net Sales amounts for the applicable reporting period. Licensee agrees to use, and to cause its Affiliates to use, commercially reasonable efforts to collect and enforce such bad debts from the debtors. 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”), Affiliates or Sublicensees in exchange for any Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products 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 is 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 subsequent sale of such Products to unrelated parties shall be included in the calculation of Net Sales hereunder. Notwithstanding the foregoing, Products used in any clinical, pre-clinical or non-clinical research or development activities, donated to non-profit institutions or government agencies, or provided in a sampling program or compassionate use program, in each case in which no monetary or other consideration is paid to or received by Licensee, its Affiliates or any Sublicensee, shall be disregarded in determining Net Sales. The deductible items listed in sub-clauses (a)-(g) above shall be either (i) included as line items on in the invoice, or (ii) reasonably supported by other appropriate documentation as being specifically attributable to actual sales of Products in accordance with United States U.S. Generally Accepted Accounting Principles Standards (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the Selling Party; ., and such amounts the deductible item listed in sub-clause (g) above shall be included taken in accordance with GAAP or IFRS, as applicable, consistently applied throughout the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 6.3organization of the Selling Party. If Licensee or another the 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 compassionate use program, donated to non-profit institutions or government agencies, in which, in each 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 be disregarded in determining Net Sales.

Net Sales. The term “"Net Sales” " shall mean the gross total amount invoiced to third parties on sales of Licensed Products by Licensee, its Affiliates, or Sublicensees, 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, refunds or government rebates; (ii) amounts for claims, allowances or credits for returns, retroactive price reductions, or chargebacks; (iii) packaging, handling fees and prepaid freight, sales taxes, duties and other governmental charges (including value added tax); and (iv) provisions for uncollectible accounts determined in accordance with reasonable accounting practices, consistently applied to all products of the selling party; provided, however, that in the case of Patient-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 not include, without limitation, charges for apheresis, reinfusion, surgical procedures, hospital stays or the like. For the removal of doubt, Net Sales shall not include sales by Licensee to its Affiliates for resale, provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include the amounts invoiced by (i) such Affiliate to third parties on the resale of such Licensed Product. In the event that Licensee or its Affiliates or Sublicensees to Third Parties on grants a sublicense hereunder, and receives payments based upon the Sublicensee's sales of Licensed Products, or (ii) Licensee or its Affiliates may upon approval by Scripps, which approval shall not be unreasonably withheld, substitute the definition of "Net Sales," used by the Sublicensee to Third Parties on sales calculate payments to Licensee in place of Company Products; in each case, less the following items, to the extent attributable to such sales foregoing definition 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 Sales" for 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 calculating royalties payable 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 subsequent sale of Scripps on 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 compassionate use program, donated to non-profit institutions or government agencies, in which, in each 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 be disregarded in determining Net SalesSublicensee's sales.

Net Sales. The term “Net Sales” shall mean For the purposes of this Section 8.3, net sales means, in any case where a Licensor Improvement Product is sold or commercially disposed of for value by Licensor or any sublicensee of Licensor in an arm's length transaction with a third party (other than an Affiliate of Licensor or sublicensee of Licensor), the gross amounts invoiced by invoice price for such Licensor Improvement Product, less the following: (i) Licensee discounts, chargebacks, Medicare or its Affiliates 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 Sublicensees to Third Parties on sales of Licensed Products, or allowed; (ii) Licensee credits or its Affiliates to Third Parties on sales allowances given or made for rejections or return of Company Productsany previously sold products actually taken or allowed; in each case, less the following items, (iii) to the extent attributable to included in such sales of Products (if not previously deducted from gross invoice price any tax or government charge imposed on the amount invoiced): (a) […***…]; (b) […***…]; (c) […***…]; (d) […***…]; (e) […***…]; (f) […***…]; and (g) […***…]. Net Sales shall include all consideration charged by Licenseeproduction, its Affiliateimport, orexport, solely in the case of Licensed Productssale, a Sublicensee (in each case, a “Selling Party”), in exchange for 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 delivery or use 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 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 compassionate use program, donated to non-profit institutions or government agencies, in which, in each case, no monetary or other consideration is paid to or received by the Selling Party, and Products used in research or development activitiesproducts, including, without limitation, clinical trialsany value added or similar tax or government charge, but not including any tax levied with respect to income; and (iv) to the extent included in such gross invoice price any reasonable and documented packaging and distribution charges. Net sales shall also include and be deemed to have been made with respect to (A) any Licensor Improvement Product 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 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 preceding sentence shall be disregarded imputed using the price or prices at which the Licensor Improvement Product at issue is then being sold in determining Net Salestransactions covered by the first sentence of this Section or, if no such transactions have occurred, on a reasonable basis to be determined at the time by the Parties. Notwithstanding any other provision of this Section, net sales shall not include the transfer without consideration of any Licensor Improvement Product by Licensor (x) for use in any clinical trial or in any preclinical or other research, (y) as detailing samples or other use to promote additional net sales in amounts consistent with the normal business practices of Licensor, or (z) for compassionate use.

Net Sales. The term “"Net Sales” " shall mean the gross amounts invoiced by (i) Licensee and its Sublicensees, or its Affiliates or Sublicensees to Third Parties any of them, on all sales of Licensed Products, or (ii) Licensee or its Affiliates to Third Parties on sales of Company Products; in each caseLicensed Processes and Licensed Services, less the following items, to the extent attributable directly applicable to such sales of Products Products, Licensed Processes or Licensed Services (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”), Licensee or Sublicensees in exchange for any Products, Licensed Processes or Licensed Services, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products Products, Licensed Processes or Licensed Services, 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 Licensee to another Selling Party a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Products by such Affiliates or Sublicensees to unrelated parties shall be included in the calculation of deemed 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 documented as being specifically attributable to actual sales of Products Products, Licensed Processes or Licensed Services 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; selling party, and provided that such amounts shall be are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 6.35.3. If Licensee or another Selling Party other 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 compassionate use program, donated to non-profit institutions or government agencies, in which, in each 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 be disregarded in determining Net Sales.

Net Sales. The term “phrase Net Sales” Sales shall mean the gross amounts invoiced for End Products by members of the RMS Group to purchasers and other transferees after deduction of volume discounts, sales rebates, reimbursements for returns, and sales taxes (ie.g., value added taxes) Licensee and other taxes directly linked to the sales (provided that such taxes are invoiced to and paid by such purchasers or its Affiliates or Sublicensees other transferees), but excluding discounts, rebates, price reductions and/or credits to Third Parties customers on sales account of Licensed Products, or (ii) Licensee or its Affiliates to Third Parties on sales settlement of Company Products; in each casecomplaints, less the following items, to the extent attributable to such sales of Products (if not previously deducted from deductions for. a) "Sales Expenses" in the amount invoiced): (a) of […***…]; ] percent (b) […***…]%), provided that this percentage shall be reduced in accordance with each general reduction by RMS of such Sales Expenses in connection with the calculation of royalties payable with respect to the sale of diagnostic kits; (cb) "Reagent Rental Deduction" in the amount of […***…]; ] percent (d) […***…]; (e) […***…]; (f) […***…]%), provided that this percentage shall be reduced in accordance with each general reduction by RMS of such Reagent Rental Deductions in connection with the calculation of royalties payable with respect to the sale of diagnostic kits; and (gc) […***…]deductions for "Third Party Royalty Expenses". Net Sales shall include all consideration charged by Licenseebe determined from the books and records of RMS and its Affiliates. In the event that an End Product is sold together with one or more other product(s) at a single price (a "Combination Product"), its Affiliatesuch single price shall be allocated among the End Product(s) and the other product(s) in the Combination Product based upon the relevant market prices for such products when sold separately. If any such product is not sold separately, RGI and RMS shall in good faith discuss and agree upon a fair market price for that product and that price shall be used to calculate the Net Sales. When End Products are not sold, or are not sold and itemized separately, but are otherwise transferred or sold together with one or more other products as part of a sales transaction, the Net Sales of such End Products shall be calculated according to their sale prices when sold separately, or, solely if there are no such prices, then according to the average of prices at which products of the most similar kind and quality, sold in the case of Licensed Productssimilar quantities, are then being offered for sale by RMS and/or its Affiliates. If a Sublicensee (in each caseselling price cannot thus be determined, a “Selling Party”), in exchange for 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 then it shall be 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 End Product is shipped for delivery. Sales of Products by one Selling Party to another Selling Party for resale shall be excluded, and only the 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 compassionate use program, donated to non-profit institutions or government agencies, in which, in each 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 be disregarded in determining Net Salesquestion.

Net Sales. The term “Net Sales” shall mean (A) with respect to Licensed Products, the gross amounts invoiced invoice price charged by (i) Licensee SIGA to its retail customers for the sale, lease or its Affiliates or Sublicensees to Third Parties on sales barter of Licensed Products, less: (1) customary trade, quantity and cash discounts actually allowed and taken; and, (2) credits actually given for rejected or (ii) Licensee or its Affiliates to Third Parties on sales of Company returned Licensed Products; and (3) freight and insurance costs, if separately itemized on the invoice paid by the customer; and, (4) value-added, sales, use or turnover taxes, excise taxes, tariffs and customs duties included in each casethe invoiced amount; and . (B) with respect to Combination Products, the actual invoice price charged by SIGA, less the following itemsdeductions set forth in subsections (A)(1) - (4) above, to multiplied by a fraction having (i) a numerator of the extent attributable to gross sales price of the Licensed Product(s) included in such Combination Product as if sold separately or, if such sales of Products (if price is not previously deducted from the amount invoiced): (a) […***…]; (b) […***…]; (c) […***…]; (d) […***…]; (e) […***…]; (f) […***…]; and (g) […***…]. Net Sales shall include all consideration charged by Licenseeavailable, its Affiliate, or, solely in the case of Licensed Products, a Sublicensee (in each case, a “Selling Party”), in exchange for 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 propertyLicensed Product(s), and (ii) a denominator of the gross sales price of such Combination Product, or if such sales price is not available, the sum of the fair market values of the Other Agents and the Licensed Product(s) contained in such Combination Product. For purposes of determining Net Sales, a sale The "fair market value" for any Licensed Product or Other Agent shall be deemed determined for a quantity comparable 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 subsequent sale of such Products to unrelated parties shall be that included in the calculation Combination Product and of Net Sales hereundersubstantially comparable class, purity and potency, and shall be mutually agreed to by SIGA and WUSTL. The deductible items listed in sub-clauses (a)-(g) When no fair market value is available, the fraction set forth above shall be either changed to a fraction having (ix) a numerator of the cost to SIGA or its affiliates or sublicensees of the License Product(s) included as line items on in such Combination Product, and (y) a denominator of the invoicesum of such cost plus the cost to SIGA, 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”) its affiliates or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization sublicensees of the Selling Party; and Other Agents contained in such amounts shall be included Combination Product. "Cost" as used above means the actual cost paid by SIGA and/or it affiliates or sublicensees in an arm's length transaction, if purchased, or if not purchased but actually manufactured by any such entity, the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 6.3. If Licensee or another Selling Party receives refunds or reimbursements sum of any amounts deducted the direct manufacturing cost as set forth herein, then determined by 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 compassionate use program, donated to non-profit institutions or government agencies, in which, in each 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 be disregarded in determining Net Salesentity's internal cost accounting system consistently applied.