Licensee Net Sales definition

Licensee Net Sales means, with respect to any License or Sale Agreement, Net Sales (as defined in such License or Sale Agreement) resulting from sales made by or on behalf of a Licensee of any product that would constitute a Collaboration Product hereunder and reported by such Licensee to Client or as determined by Client from an audit of Licensee. For the avoidance of doubt, and without limitation, Licensee Net Sales exclude: (i) Licensee upfront payments; (ii) contingent payments of any amounts received in connection with the achievement of a milestone not based on Net Sales; (iii) amounts received for the receipt, exercise, or non-exercise by a Third Party of any option; (iv) amounts received as reimbursement for services including research and development services performed on behalf of a Third Party; and (v) amounts attributable to (a) sales, leases or other transfers of products or services other than Collaboration Products or (b) a license or sublicense to exploit products or services other than Collaboration Products.
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Licensee Net Sales means gross revenues received by a Licensee on the sale of any Product as requested in the applicable license agreements as reported to Access or ULURU. There shall not be any imputed gross revenue for samples, free goods or other marketing programs whereby any Product is given away to induce sales thereof. For purposes of determining Licensee Net Sales, a sale shall be deemed to have occurred when the sale is invoiced or when a Product is delivered, whichever occurs first. In the case of the transfer or sale of a Product by the Licensee to an Affiliate, distributor or subdistributor of the Licensee for sales by such Affiliate, distributor or subdistributor, Licensee Net Sales shall be based upon the greater of the total invoice price charged by the Licensee to such Affiliate, distributor or subdistributor or the total invoice price charged by such Affiliate, distributor or subdistributor to its customers. Licensee Net Sales for countries outside the U.S. shall be calculated by converting to U.S. currency using the exchange rate in effect on the last business day of each month as published in the Wall Street Journal.
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Licensee Net Sales shall be calculated in accordance with international financial reporting standards (IFRS) and shall mean with respect to any Licensed Product, the gross sales of such Licensed Product by Licensee or its Related Parties to Third Parties (other than a Sublicensee) in an arm lengths transaction, less the following amounts actually deducted or allowed: (i) discounts, credits, retroactive price reductions, rebates, refunds, chargebacks, allowances and adjustments granted to non-Sublicensee Third Parties, including Medicaid, managed care and similar types of rebates, which are, in each case, imposed upon Licensee or its Related Parties by any Regulatory Authority or other entity with the authority to impose or demand such discounts, credits, retroactive price reductions, rebates, refunds, chargebacks, allowances and adjustments; (ii) voluntary trade, quantity and cash discounts and rebates allowed or given, and customary fees paid to wholesale distributors, which are, in each case, consistent with Licensee’s customary past practice; (iii) sales, excise, turnover, inventory, value-added, and similar taxes assessed on the sale of the Licensed Product (other than income taxes of Licensee or its Related Parties), and import and customs duties imposed upon and paid directly with respect to delivery, sale or use of Licensed Products; (iv) credits or allowances for damaged goods, returns or rejections actually paid on account of rejection or return of a Licensed Product; and (v) transportation, importation, shipping insurance, postage, freight and other handling expenses to the extent included in the price or otherwise paid by the Third Party. If Licensee or its Related Parties sells, after agreement by the JSC and [***], any Licensed Product in the form of a Combination Product, Licensee Net Sales of such Combination Product for the purpose of determining the royalty due to Licensor pursuant to Section 7.4 will be calculated by [***] - 9 - of - 75 - [***].
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Examples of Licensee Net Sales in a sentence

  • In the event that no such separate sales are made in the same quarter by Licensee, Net Sales for royalty determination shall be [***].

  • The term “Total Net Sales” means, with respect to any given Collaboration Product, the total of Morphic Net Sales and Licensee Net Sales for such Collaboration Product in a Calendar Year.

  • Notwithstanding anything to the contrary herein, royalties payable by Client to Schrödinger for any Licensee Net Sales shall not exceed [***] of the amounts actually received by Client as royalties for such Licensee Net Sales from the associated Licensee under the applicable License or Sale Agreement.

  • In the event that no such separate sales are made in the same quarter by Licensee, Net Sales for royalty determination shall be as reasonably allocated by Licensee, between such Product and such other product, based upon their relative importance and proprietary protection.

  • Client shall pay Schrödinger the foregoing royalties within [***] after the end of the calendar quarter to which the applicable Morphic Net Sales and Licensee Net Sales relate.

  • During the Royalty Term, on a Collaboration Product-by-Collaboration Product basis, Client shall pay (or cause its Affiliates to pay) to Schrödinger a percentage (“Royalty Rate”) of Morphic Net Sales and Licensee Net Sales of such Collaboration Product as applicable and set forth in the below table.

  • Only one royalty payment shall be due on Licensee Net Sales or Licensor Net Sales (as applicable) even though the sale or use of the Licensed Product may be covered by more than one Patent Right or item of Know How in a country.

  • Royalties on Net Sales pursuant to Section 3.4 and Sublicense Payments pursuant to Section 4.1 shall be payable by Licensee quarterly, within [*] days after the end of each calendar quarter, based upon Net Sales by Licensee, Net Sales reported by Affiliates and Sublicensees and Sublicense Revenues received by Licensee or reported by Affiliates during such calendar quarter.

  • In the event that no such separate sales are made by Licensee, Net Sales for royalty determination shall be as reasonably allocated between such Licensed Product and such other product, based upon their relative importance and proprietary protection as mutually agreed to, in writing, by the parties.

  • The portion of aggregate annual Licensee Net Sales [***] [***] The portion of aggregate annual Licensee Net Sales [***] [***] The portion of aggregate annual Licensee Net Sales [***] [***] - 33 - of - 75 - For the MRA Territory, Licensee shall pay to Licensor a running royalty of [***] of Licensee Net Sales in countries in the MRA Territory that are part of the Territory.


More Definitions of Licensee Net Sales

Licensee Net Sales means gross revenues received by a Licensee on the sale of a Dermatological Product less (i) trade discounts actually allowed; and (ii) when borne by the Licensee in connection with the sale, transportation and handling charges; sales, use and excise taxes; import duties, tariffs or other governmental charges; and credits for claim or allowances, retroactive price reductions, refunds, returns, and recalls. There shall not be any imputed gross revenue for samples, free goods or other marketing programs whereby the Dermatological Product is given away to induce sales thereof. For purposes of determining Licensee Net Sales, a sale shall be deemed to have occurred when the sale is invoiced or when the Dermatological Product is delivered, whichever occurs first. In the case of the transfer or sale of the Dermatological Product by the Licensee to an Affiliate, distributor or subdistributor of the Licensee for sales by such Affiliate, distributor or subdistributor, Licensee Net Sales shall be based upon the greater of the total invoice price charged by the Licensee to such Affiliate, distributor or subdistributor or the total invoice price charged by such Affiliate, distributor or subdistributor to its customers. Licensee Net Sales for countries outside the U.S. shall be calculated by converting to U.S. currency using the exchange rate in effect on the last business day of each month as published in the Wall Street Journal;
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Licensee Net Sales means, with respect to a Product, Net Sales of the Product by or on behalf of Licensee or any of its Affiliates or Sublicensees in the Field in the Licensee Territory to Third Parties.
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Licensee Net Sales means the amount invoiced by Licensee and its Affiliates to Third Parties for (i) Procedures utilizing the Licensor IP; (ii) sublicenses of the Licensor IP; (iii) sales of Products based upon the Licensor IP; and (iv) other payments derived from the use of the Licensor IP, but, with regard to (i) through (iv), only to the extent monies are actually received by Licensee and/or its Affiliates. In no event will “Licensee Net Sales” include (a) trade discounts, credits or allowances; (b) credits or allowances granted upon returns, rejections or recalls; (c) amounts payable resulting from governmental (or any agency thereof) mandated rebate programs; (d) chargebacks and other amounts paid on the sale or dispensing of Procedures or Products; (e) taxes, tariffs and duties; (f) transportation, freight, postage, importation, insurance and other handling expenses; (g) delayed ship order credits; (h) discounts pursuant to indigent patient programs and patient discount programs and coupon discounts; (i) amounts received from Licensor or its Affiliates; (j) amounts received as grants from any governmental body, quasi-governmental body or foundation; or (k) amounts received from Third Parties in connection with clinical trials.
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Licensee Net Sales means the total of [********] received by Licensee due to Dispositions of Licensed Products (other than Dispositions by Product Sublicensees), less the total of all: [********] No deduction shall be made for commissions paid to individuals whether they are individual sales agents or persons regularly employed by Licensee.
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Licensee Net Sales means the gross invoice amount billed to Licensee’s customers of Sourced Licensed Products less credit for any bona fide returns (i.e., all returns actually made), shipping and sales taxes charged to and paid by the customer. For the avoidance of doubt, Licensee will pay Licensor a Royalty on 3P Products in accordance with the terms herein (i.e., based on whether they are Existing Inventory or Sourced Licensed Products).
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Related to Licensee Net Sales

  • Net Sales means [***].

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

  • 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.

  • 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.

  • Licensee has the meaning set forth in the preamble.

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

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

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

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

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

  • Licensed Territory means worldwide.

  • 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.

  • Licensed service area means the geographic area in which

  • the Licensee means the person(s) named in the licence.

  • Sublicense Revenue means [***].

  • Sublicense Revenues means [***].

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

  • Licensee Data means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Licensee or an Authorized User by or through the Services.

  • Hemp products means all products made from industrial hemp,

  • 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.

  • 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.

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

  • 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.

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

  • Hemp product means the same as that term is defined in § 3.2-4112.

  • 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.