Common use of Net Sales Clause in Contracts

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Products, less the following items, to the extent directly applicable to such sales of Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Products; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recalls; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts). Net Sales shall include all consideration charged by Licensee 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, 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 is delivered or generated, or when the Product is shipped for delivery, whichever occurs first. Sales of Products by Licensee to 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 deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual 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 provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or 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.

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Licensed Products, less the following items, to the extent directly applicable to such sales of Licensed Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsgranted; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims of nonconforming Licensed Products, rejections or returns of Products including recallsLicensed Products; (d) prepaid freight charges for the delivery of Licensed Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (fe) sales, use or excise taxes imposed and actually paid in connection on the with the sale of Licensed Products (but excluding any value added taxes or taxes based on income or gross receipts). Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Products, Licensed Products including without limitation any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. monetary payments or, with regard to any other property paid in exchange for any Licensed 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 is delivered or generated, or when the Product is shipped for delivery, whichever occurs first[***]. Sales of Licensed Products by Licensee to 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 Licensed Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(fa) — (e) above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual sales of Licensed 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 provided that such amounts are included in the quarterly [***] Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.65.4. If Licensee or 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.

Net Sales. The term “Net Sales” shall mean the gross amounts amount invoiced by Licensee and its SublicenseesLicensee, or sublicensees, or any of themits Affiliates, on all sales of Licensed Products, Licensed Processes and Licensed Services less the following items, to the extent directly applicable to such sales of Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, cash and quantity and cash discounts or rebates actually granted and authorized wholesaler chargebacks actually paid allowed or credited by Licensee taken, including discounts or Sublicensee rebates to wholesalers of Productsgovernmental or managed care organizations; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims given or made for rejection of nonconforming Productsor return of, rejections previously sold Licensed Products or returns for retroactive price reductions (including Medicare and similar types of Products including recallsrebates); (c) any charges for insurance, freight, and other transportation costs directly related to the delivery of Licensed Product to the extent included in the gross invoiced sales price; (d) freight charges for any tax, tariff, duty or governmental charge levied on the sales, transfer, transportation or delivery of Productsa Licensed Product (including any tax such as a value added or similar tax or government charge) borne by the seller thereof, other than franchise or income tax of any kind whatsoever; (e) any import or export duties or their equivalent borne by the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts)seller. Net Sales shall include all consideration charged by Licensee Licensee, sublicensees or Sublicensees its Affiliates in exchange for any Licensed Products, including Licensed Processes, and Licensed Services, including, without limitation limitation, any monetary payments or, with regard to or any other property paid in exchange for any Productswhatsoever; and (f) [***] * Confidential Information, an amount in cash equal to indicated by [***], has been omitted from this filing and filed separately with the fair market value of such property. Securities and Exchange Commission For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered shall be generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs firstLicensed Process is completed, or Licensed Service is provided. Sales of Licensed Products by Licensee, or sublicensee of Licensee to any Affiliate or sublicensee which is a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale reseller thereof shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates or Sublicensees sublicensees of Licensee to unrelated parties shall be deemed Net Sales hereunder. For the avoidance of doubt, “Net Sales” shall not include (i) transfers for product testing or control; (ii) promotional distribution to potential purchasers; (iii) distribution for research on behalf of Licensee or any of its sublicensees; or (iv) any transfer made in connection with a Regulatory Approval process; or (v) transfer of a Licensed Product or performance of a Licensed Process or Licensed Service, by Licensee to an Affiliate or sublicensee for later resale to or use by an end customer, provided, however, that if the price invoiced by Licensee for the transfer to such Affiliate or sublicensee is higher than the price invoiced by such Affiliate or sublicensee for the subsequent resale to or use by the end customer, the Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included as line items determined on the invoice, gross amount invoiced by Licensee to such Affiliate or (ii) documented as being specifically attributable to actual 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 partysublicensee, and provided that not on the gross amount invoiced by such amounts are included in Affiliate or sublicensee to the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or 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 receivedend consumer.

Net Sales. The term “"Net Sales” " shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Products, Licensed Processes and Licensed Services, less the following items, to the extent directly applicable to such sales of Products Products, Licensed Processes or Licensed Services (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Products; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recalls; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts)[…***…]. Net Sales shall include all consideration charged by 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, 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 is delivered or generated, or when the Product is shipped for delivery, whichever occurs first[…***…]. Sales of Products by Licensee to 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 deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) [...***...] above shall be either (i) included as line items on the invoice, or (ii) 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, and provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.65.3. If Licensee or 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.

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee Licensee, its Affiliates, and its Sublicensees, or any of them, on all sales of Products, Licensed Products less the following items, to the extent directly applicable to such sales of Licensed Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity quantity, cash, and cash discounts other discounts, allowances, or rebates actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsgranted; (b) reasonable and customary rebates and rebates, retroactive price reductions reductions, and other price adjustments actually grantedgranted (including adjustments arising from consumer discount programs); (c) credits credits, refunds, or allowances actually granted upon claims of nonconforming nonconforming, defective, or damaged Licensed Products or [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. rejections, returns, or recalls of Licensed Products, rejections or returns of Products including recalls; (d) freight freight, handling, and insurance charges for the delivery of Licensed Products; (e) the portion of the administrative fees paid during the relevant time period chargebacks, rebates, reimbursements or similar payments or adjustments granted to group purchasing wholesalers or other distributors, buying groups, health care insurance carriers or other institutions, pharmacy benefit management companies, health maintenance organizations or other health care organizations, pharmaceutical benefit managers or any governmental or regulatory authority or agency (including their purchasers and/or government-mandated Medicare reimbursers); or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use consumption, use, value added, excise, or similar taxes, tariffs, or customs or excise taxes duties imposed and actually paid in connection with respect to the sale sale, importation, or exportation of Licensed Products (but excluding any value added taxes or taxes based on income or gross receiptsreceipts of a business entity). Net Sales shall include all consideration charged by Licensee Licensee, Affiliates, or Sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Licensed 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 is delivered generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs first. Sales of Licensed Products by Licensee to a Sublicensee Licensee, an Affiliate, or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee or Sublicensee for resale shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates Affiliate(s) or Sublicensees Sublicensee(s) to unrelated third parties not themselves constituting an Affiliate or Sublicensee shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(fa) – (f) above shall be either (i) included as line items on the invoice, invoice or (ii) documented as being specifically attributable to actual sales of Licensed 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 provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.66.2. If Licensee Licensee, an Affiliate, or other selling party a Sublicensee receives refunds or reimbursements of any amounts previously deducted from gross sales in their calculation of Net Sales as set forth hereinherein (such refunds or reimbursements, “Unwound Sales Deductions”), then the amount of such refunded or reimbursed amounts Unwound Sales Deductions shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are received. For purposes of clarity, neither the sale or other disposition of any Licensed Product for use in clinical trials, pre-clinical studies or other research or development activities by or on behalf of Licensee or any Affiliate or Sublicensee, nor sale, disposal or transfer of Licensed Products in, or for use in, a sampling or other promotional program or compassionate use program shall, in each case, to the extent no monetary or other consideration in excess of the cost to manufacture or supply such Licensed Product is paid to or received by Licensee or any Affiliate or Sublicensee, give rise to any Net Sales.

Net Sales. The term “Net Sales” shall mean the gross amounts amount invoiced by Licensee and its SublicenseesLicensee, or sublicensees, or any of them, on all sales of ProductsLicensed Products in the country of sale, less the following items, to the extent directly applicable to such sales of Products (if not previously deducted from the amount invoiced): (a) reasonable discounts, chargebacks (only on a product by product basis) and customary trade, quantity and cash discounts rebates actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsallowed; (b) reasonable and customary rebates and credits for claims, allowances, retroactive price reductions actually grantedreductions, returned goods or recalls; (c) credits or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recallsprepaid freight and insurance; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use sales or excise taxes imposed and taxes, duties or other governmental charges actually paid in connection with the sale sales of Licensed Products (but excluding any what are commonly known as income taxes and, if not reimbursed, value added taxes or taxes based on income or gross receiptstaxes); and (e) any payment in the nature of a rebate in respect of sales to any governmental authority in respect of any government-subsidized program, including, without limitation, Medicare and Medicaid rebates. Net Sales shall include all consideration charged by Licensee or Sublicensees sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or, with regard to or any other property paid in exchange for any Products, an amount in cash equal to the fair market value of such propertywhatsoever. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered therefore shall be generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs first. Sales of Licensed Products by Licensee or sublicensee of Licensee to a Sublicensee any Affiliate, sublicensee or Affiliate Licensee for resale or by a Sublicensee to an Affiliate transfer of Licensee active pharmaceutical (API) for resale making of Licensed Products for sale shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates Affiliates, sublicensees or Sublicensees Licensee to unrelated parties shall be deemed Net Sales hereunder. Providing Licensed Product at no charge for preclinical, clinical, “compassionate use,” or regulatory purposes or as samples, and sales of Licensed Product for “compassionate use,” shall not be included in Net Sales. In the event a Licensed Product is sold in combination with other components which if sold alone would not be subject to a royalty payment hereunder (a “Combination Product”), Net Sales of the Licensed Product, for purposes of this Agreement, shall be calculated by multiplying the actual Net Sales of the Combination Product by the fraction A/(A+B), where A is the gross selling price, during the royalty period in question, of the Licensed Product sold separately (i.e., without the other components) and B is the gross selling price, during the royalty period in question, of the other components sold separately. In the event that no such separate sales are made, Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included as line items on calculated by multiplying the invoice, or (ii) documented as being specifically attributable to actual sales Net Sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”the Combination Product by the fraction C/(C+D), as applicable, consistently applied throughout where C is the organization fair market value of the selling partyLicensed Product (not including the other components) and D is the fair market value of such other components, and provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or 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 receivedcosts being determined using generally accepted accounting principles consistently applied.

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Licensed Products, less the following items, to the extent directly applicable to such sales of Licensed Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsgranted; (b) reasonable and customary rebates and retroactive price reductions actually granted, including but not limited to rebates and chargeback payments granted to managed health care organizations, pharmacy benefit managers (or equivalents thereof), national, state/provincial, local, and other governments, their agencies and purchasers and reimbursers, or to trade customers; (c) credits or allowances actually granted upon claims of nonconforming Licensed Products, rejections or returns of Products including recallsLicensed Products; (d) prepaid freight charges for the delivery of Licensed Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (fe) sales, use or excise taxes imposed or other governmental taxes charged and actually paid in connection on the with the sale of Licensed Products (but excluding any value added taxes or taxes based on income or gross receipts). receipts Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Licensed 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 is delivered generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs first. Sales of Licensed Products by Licensee to 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 Licensed Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Notwithstanding the foregoing, Net Sales shall not include transfers the use of any Licensed Product in any clinical, pre-clinical or dispositions for [***]non-clinical research or development activities, or provision of License Products in a sampling program or compassionate use program in which no monetary or other consideration is paid to or received by Licensee or any Sublicensee. The deductible items listed in sub-clauses (a)-(fa) – (e) above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual sales of Licensed 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 provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.65.4. If Licensee or 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.