Consolidated Net Product Sales means, for any period, consolidated net revenues of the Issuer and its Subsidiaries from sales of pharmaceutical Products (excluding, for purposes of clarity, any revenues from the sale or other provision of the Service Segment Business or any other services), in each case by the Issuer and its Subsidiaries and for such period, excluding (a) upfront payments, milestones, royalty payments and any other payments relating to out-licensing of Intellectual Property by the Issuer or any of its Subsidiaries, (b) the revenues of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of the income resulting from such revenues is not at the time permitted by operation of the terms of its Organization Documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary and (c) revenues of any Person if such Person is not a Subsidiary, except that the Issuer’s equity in the revenues of any such Person for such period shall be included in Consolidated Net Product Sales up to the amount of cash actually distributed by such Person to the Issuer or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from furth distributing such amount to the Issuer as described in clause (b) of this proviso), all as determined and reported in accordance with GAAP.
Consolidated Net Product Sales means the sum of (i) net sales recorded under GAAP and reflected on the Company’s financial statements plus (ii) the aggregate of net sales by the Company’s Affiliates, distributors, partners or licensees in territories outside the United States as reported to the Company by such Affiliates, distributors, partners or licensees.
Consolidated Net Product Sales means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, as determined and reported in accordance with GAAP, the total of (a) the sum (without duplication) of (i) gross sales of FDA Approved Products to independent customers by the Borrower and its Subsidiaries for such period plus (ii) gross sales of Expanded Access Program Products to independent customers by the Borrower and its Subsidiaries for such period, less (b) the sum (without duplication) of, (i) quantity, trade, cash or other discounts, allowances, credits or rebates (including customer rebates) actually allowed or taken in the ordinary course of business for such period, plus (ii) amounts deducted, repaid or credited by reason of rejections or returns of FDA Approved Products or Expanded Access Program Products, as the case may be, and government mandated rebates, or because of chargebacks or retroactive price reductions for such period, plus (iii) charges for freight, handling, postage, transportation, insurance and other shipping charges for such period, plus (iv) taxes, tariffs, duties or other governmental charges or assessments (including any sales, value added or similar taxes other than an income tax) levied, absorbed or otherwise imposed on or with respect to the production, sale, transportation, delivery or use of FDA Approved Products or Expanded Access Program Products, as the case may be, for such period, plus (v) any “cost-plus” supply or manufacturing revenues plus (vi) amounts received by the Borrower or any Subsidiary to the extent owed to any Person other the Borrower or any Subsidiary; provided, that, “Consolidated Net Product Sales” shall exclude (1) upfront payments, milestones, royalty payments and any other payments relating to out-licensing of Intellectual Property by the Borrower or any of its Subsidiaries (it being understood, for the avoidance of doubt, that this clause (1) shall exclude from “Consolidated Net Product Sales” any such payments or other amounts received pursuant to the Azstarys License Agreement), (2) any payments or other amounts received by the Borrower or any of its Subsidiaries from a sale, lease, license, transfer or other disposition of a Priority Review Voucher (including with respect to Arimoclomol) and (3) the gross amount billed or invoiced for sales of FDA Approved Products or Expanded Access Program Products, as the case may be, to independent customers by any Subsidiary to the extent that the declaration or paym...