License Net Sales definition

License Net Sales means, with respect to any Licensed Product or Licensed Diagnostic Product, the [***] amounts [***] by Celgene, its Affiliates and Sublicensees (each, a “License Selling Party”) to Third Party customers for sales of such Licensed Product or Licensed Diagnostic Product, less the following deductions [***] in accordance with (as applicable to the License Selling Party) the Accounting Principles, for:
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License Net Sales means, with respect to any Licensed Product or Licensed Diagnostic Product, the [***] amounts [***] by Celgene, its Affiliates and Sublicensees (each, a “License Selling Party”) to Third Party customers for sales of such Licensed Product or Licensed Diagnostic Product, less the following deductions [***] in accordance with (as applicable to the License Selling Party) the Accounting Principles, for: (a) [***]; (b) [***]; (c) [***]; (d) [***]; (e) [***]; and (f) [***]. If non-monetary consideration is received by a License Selling Party for any Licensed Product or Licensed Diagnostic Product in the relevant country, License Net Sales will be calculated based on the [***]. Notwithstanding the foregoing, License Net Sales shall not be imputed to transfers of Licensed Products or Licensed Diagnostic Products, as applicable, for use in [***]. License Net Sales shall be determined on, and only on, the first sale by Celgene or any of its Affiliates or Sublicensees to a non-Sublicensee Third Party. If a Licensed Product is sold as part of a Licensed Combination Product, License Net Sales will be the product of (i) License Net Sales of the Licensed Combination Product calculated as above (i.e., calculated as for a non-Licensed Combination Product) and (ii) the fraction [***], where: [***].
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License Net Sales means, with respect to any Licensed Product, the gross amounts invoiced by Celgene, its Affiliates and Sublicensees (each, a “License Selling Party”) to Third Party customers for sales of such Licensed Product, less the following deductions actually incurred, allowed, paid, accrued or specifically allocated in its financial statements in accordance with (as applicable to the License Selling Party) the Accounting Principles, for: [***] 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. (a) discounts (including trade, quantity and cash discounts) actually allowed, cash and non-cash coupons, retroactive price reductions, and charge-back payments and rebates granted to any Third Party (including to Governmental Authorities, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing and managed care organizations or entities (and other similar entities and institutions)); (b) credits or allowances, if any, on account of price adjustments, recalls, claims, damaged goods, rejections or returns of items previously sold (including Licensed Product returned in connection with recalls or withdrawals) and amounts written off by reason of uncollectible debt; provided, that if the debt is thereafter paid, the corresponding amount shall be added to the License Net Sales of the period during which it is paid; (c) rebates (or their equivalent), administrative fees, chargebacks and retroactive price adjustments and any other similar allowances granted by a License Selling Party (including to Governmental Authorities, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing and managed care organizations and entities (and other equivalent entities and institutions)) which effectively reduce the selling price or gross sales of the Licensed Product, as well as costs of distribution and wholesale; (d) insurance, customs charges, freight, postage, shipping, handling, and other transportation costs incurred by a License Selling Party in shipping Licensed Product to a Third Party; (e) import taxes, export taxes, excise taxes (including annual fees due under Section 9008 of the United States Patient Protection and Affordable Care Act of 2010 (Pub. L. No. 111-48) and other comparable Laws), sales tax, value-added taxes, consumption taxes, duties or other taxes levied on, absorbed, dete...
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Examples of License Net Sales in a sentence

  • In no event shall the royalty reductions described in Section 5.4.2 reduce the effective royalty rate payable by Celgene, its Affiliates or Sublicensees with respect to License Net Sales (a) arising from the [***], to less than [***] and (b) arising from [***], to less than [***] (the “Floor Royalty”).

  • License Net Sales in the ROW Territory of Licensed Diagnostic Product (For each Licensed Product) Royalty Rate On all License Net Sales of such Licensed Diagnostic Product in the ROW Territory by Celgene, its Affiliates and Sublicensees [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

  • Notwithstanding the foregoing, if a Juno Upstream Agreement requires such records to be maintained for longer time periods or imposes additional requirements on licensees or sublicensees with respect to the relevant License Net Sales, Juno will disclose to Celgene in advance of the first License Net Sales the applicable requirements, and the Parties will cooperate in good faith to agree upon a manner for complying with such Juno Upstream Agreement.

  • On all License Net Sales of such Licensed Diagnostic Product in the ROW Territory by Celgene, its Affiliates and Sublicensees [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

  • After the [***] of this Section 5.4.1(b), for such Licensed Products that are described in Section 1.14(a), royalties shall still be payable with respect to License Net Sales of such Licensed Products, on a Licensed Product-by-Licensed Product, country-by-country and Calendar Year-by-Calendar Year basis, but may be subject to reduction as described in this Section 5.4.1(b).

  • For such Licensed Products, once subsection (b)(3) applies, no further royalties shall be payable with respect to License Net Sales of such Licensed Products.

  • In addition to Celgene’s obligations under Sections 6.8.1 and 6.8.3, and OncoMed’s right to audit set forth in Section 6.8.3, Celgene agrees and acknowledges that OncoMed is required to provide to the University of Michigan periodic reports relating to the gross sales and License Net Sales of Products and Processes (as such terms are defined in the Michigan Agreement) in accordance with Section 5.1 of the Michigan Agreement.

  • The parties agree that the warranties, covenants and undertakings given by the Client and the provisions of Clauses 8.4 and 4.13 are also given for the benefit of, and maybe enforced by, the Applicant in accordance with the Contracts (Rights of Third Parties) Act 1999.

  • On all License Net Sales of such Licensed Diagnostic Product in the ROW Territory by Celgene, its Affiliates and Sublicensees [***] SUMMIT, N.J. & SEATTLE—(BUSINESS WIRE)—Celgene Corporation (NASDAQ: CELG) and Juno Therapeutics, Inc.

Related to License Net Sales

  • Net Sales means [***].

  • Sublicense Revenues means [***].

  • Sublicense Revenue means [***].

  • Licensed Products means tangible materials which, in the course of manufacture, use, sale, or importation, would be within the scope of one or more claims of the Licensed Patent Rights that have not been held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

  • Royalty Product means, either (a) an Alnylam Royalty Product, or (b) an Inex Royalty Product.

  • Licensed Product means a product or part of a product in the Licensed Field of Use: (A) the making, using, importing or selling of which, absent this license, infringes, induces infringement, or contributes to infringement of a Licensed Patent; or (B) which is made with, uses or incorporates any Technology.

  • Sublicensee means a third party to whom LICENSEE grants a sublicense of certain rights granted to LICENSEE under this Agreement.

  • Licensed Services means all functions performed by the Licensed System.

  • Licensed Territory means worldwide.

  • Royalty Term means, on a country-by-country basis, the period commencing on the First Commercial Sale of a Licensed Product in a country and ending on the latest of (a) ** thereafter, (b) expiration of the last-to-expire Valid Claim of a Licensed Patent that Covers the composition of matter of the Licensed Product in the country in which it is sold, or (c) the expiration of all Regulatory Exclusivity Rights with respect to such Licensed Product in the country in which it is sold.

  • Licensed service area means the geographic area in which

  • License Key means a unique key-code that enables Licensee to run Software subject to the obtained User Pack.

  • Licensed producer means an agent, broker, or reinsurance intermediary licensed pursuant to the applicable provision of the insurance law of any jurisdiction.

  • Sublicense Fees shall have the meaning set forth in Section 7.3 below.

  • Sublicensing Revenue means all amounts (including, without limitation, payments received for the purchase of equity in excess of the fair market value of such equity, license fees, milestone and other time or event based payments and royalties on sales of products, but excluding any research funding payments received and actually used for such purpose) received by a Party under an agreement or license attributable to Collaboration Products or from sales of Collaboration Products to end users less any withholding tax or other tax related reductions.

  • Diagnostic Product means any test or assay for diagnosing or detecting a disease, disorder, medical condition, or symptom.

  • Annual Net Sales means, with respect to any Calendar Year, the aggregate amount of the Net Sales for such Calendar Year.

  • Collaboration Product means a pharmaceutical product containing or comprising Compound in any dosage form alone, or in combination with, one or more other pharmaceutically active ingredients, and any and all Improvements thereto.

  • Licensed Field means [***].

  • Net Sales Revenue shall have the meaning as set out in Schedule "A"

  • Licensed Service means a service provided using Licensed Products or Licensed Methods, including, without limitation, any such service provided in the form of contract research or other research performed by Licensee on behalf of a third party.

  • Exclusive Territory means (1) the states of Illinois, Wisconsin, and Indiana; and

  • Sublicensees as used herein in either singular or plural shall mean any person or entity other than an AFFILIATED COMPANY to which Company has granted a sublicense under this Agreement.

  • Generic Product means a product which (a) contains as its active pharmaceutical ingredient a compound that is (or is substantially the same as) the Licensed Compound, and (b) has been placed on the market pursuant to a validly granted marketing authorization.

  • Combination Products means COBI Combination Products, EVG Combination Products, TDF Combination Products, TAF Combination Products and Quad Product.

  • Licensed Field of Use means all fields.