Net Sale means the Net Invoice Price, except in the instances described in Subparagraphs (2.12.1), (2.12.2), (2.12.3), and (2.12.4) of this Paragraph.
2.12.1 For any Relationship-Influenced Sale of a Licensed Product or Licensed Service, Net Sales will be based on the Net Invoice Price at which the Relationship-Influenced Sale Purchaser resells such Licensed Product or Licensed Service;
2.12.2 In those instances where Relationship-Influenced Sale Purchaser combines such Licensed Product or Licensed Service in any manner with any other product or service, Net Sales will be the Net Invoice Price of the combined product or service;
2.12.3 In those instances where Licensed Product or Licensed Service is not Sold, but is otherwise exploited, the Net Sales for such Licensed Product or Licensed Service will be the Net Invoice Price of products or services of similar kind and quality, Sold in similar quantities, currently being offered for Sale by LICENSEE, its Affiliate and/or any sublicensee. Where such products or services are not CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. currently being offered for Sale by LICENSEE, its Affiliate and/or any sublicensee, the Net Sales for Licensed Product or Licensed Service otherwise exploited, for the purpose of computing royalties, will be the average Net Invoice Price at which products or services of similar kind and quality, Sold in similar quantities, are then currently being offered for Sale by other manufacturers. Where such products or services are not currently Sold or offered for Sale by LICENSEE, its Affiliates and/or any sublicensees, or others, then the Net Sales will be LICENSEE’s, its Affiliates and/or any sublicensee’s cost of manufacture of Licensed Product or the cost of conducting the service, determined by LICENSEE’s, its Affiliates and/or any sublicensee’s customary accounting procedures, plus [****];
2.12.4 In those instances where LICENSEE, an Affiliate or a sublicensee acquires and subsequently Sells Licensed Product or Licensed Service previously Sold by LICENSEE, Net Sales will mean the Net Invoice Price upon Sale of such acquired Licensed Product by LICENSEE or the sublicensee, less any amounts paid to LLNS on account of earlier Sale or other exploitation of the acquired...
Net Sale means:
1.17.1 except in the instances described in Paragraphs 1.17.2, 1.17.3 and 1.17.4 of this Paragraph, the Net Invoice Price;
1.17.2 for any Relationship-Influenced Sale of a Licensed Product, Net Sales shall be based on the Net Invoice Price at which the Relationship-Influenced Sale Purchaser resells such Licensed Product;
1.17.3 in those instances where Licensed Product is not Sold, but is otherwise exploited for purposes other than for the further research and development (pre and/or post-approval) of Licensed Products, which research and development purposes include quality assurance and control and testing of Licensed Products (in any case regardless of whether other benefits arise out of such activities, so long as the primary purpose was for the research and development of the Licensed Product in question), the Net Sales for such Licensed Product shall be the Net Invoice Price of products of the same or similar kind and quality, Sold in similar quantities, currently being offered for Sale by the Licensee and/or any Sublicensee. Where such products or services are not currently being offered for Sale by the Licensee and/or any Sublicensee, the Net Sales for Licensed Product otherwise exploited, for the purpose of computing royalties, shall be the average Net Invoice Price at which products of the same or similar kind and quality, Sold in similar quantities, are then currently being offered for Sale by other manufacturers. Where such products or services are not currently Sold or offered for Sale by the Licensee and/or any Sublicensee, or others, then the Net Sales shall be the Licensee’s and/or any Sublicensee’s cost of manufacture of Licensed Product or the cost of conducting the service, determined according to generally accepted accounting principles (“GAAP”), plus [**] percent ([**]%); and
1.17.4 in those instances where the Licensee or any Sublicensee acquires a Licensed Product and then subsequently Sells or otherwise exploits (as such exploitation is described in Subparagraph 1.17.3) such Licensed Product, Net Sales shall mean the Net Invoice Price upon the Sale or other exploitation of such Licensed Product by the Licensee or any Sublicensee, with the resulting royalty amount due to The Regents subject to a deduction for any royalty amounts paid to The Regents on account of an earlier Sale or other exploitation of such Licensed Product, if any. For a Combination Product, Net Sales shall be calculated as: A/(A+B) x [Net Sales, calculated w...
Net Sale means the sum of all amounts invoiced on account of sale or use of Licensed Products and Licensed Processes by LICENSEE and its Affiliated or any Sublicensees to non-affiliated third party purchasers or users of Licensed Products of Licensed Processes, less (a) discounts to purchasers in amounts customary in the trade, (b) amounts for transportation or shipping charges to purchasers, (c) credits for returns, allowances or trades, and (d) taxes and duties levied on the sale of use of Licensed Products, whether absorbed by Licensee or paid by the purchaser.
Examples of Net Sale in a sentence
Notwithstanding any provision of this Agreement to the contrary, the Master Servicer shall remit to the Servicer the Net Sale Proceeds referred to above no later than 14 days following the receipt of such proceeds from the purchaser of the servicing rights.
The timber subject to this contract, shall be cut in increments of up to twenty-five (25%) percent of the total and not more; each twenty-five (25%) percent cut shall be preceded by a payment of twenty-five (25%) percent of the total Net Sale Value.
If the Special Limited Partner receives the Subordinated Distribution Due Upon Extraordinary Transaction pursuant to Section 5.2(e), the Special Limited Partner will no longer be entitled to receive distributions of Net Sale Proceeds pursuant to Section 5.2(b), the Subordinated Incentive Listing Distribution pursuant to Section 5.2(c) or a Termination Note pursuant to Section 5.2(d).
If the Special Limited Partner receives the Subordinated Incentive Listing Distribution pursuant to Section 5.2(c), the Special Limited Partner will no longer be entitled to receive distributions of Net Sale Proceeds pursuant to Section 5.2(b), a Termination Note pursuant to Section 5.2(d) or the Subordinated Distribution Due Upon Extraordinary Transaction pursuant to Section 5.2(e).
The Subordinated Share of Net Sale Proceeds shall be payable to the Advisor at the time or times that the Company determines that the Subordinated Share of Net Sale Proceeds has been earned by the Advisor, provided that no Subordinated Share of Net Sale Proceeds will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee Due Upon Listing.
More Definitions of Net Sale
Net Sale means revenues on an accrual basis, in accordance with U.S. generally accepted accounting principles, as follows: the invoice price of Licensed Products sold by LICENSEE its affiliates or its sublicensees to third parties, less to the extent included in such invoice price the total of: (1) ordinary and customary trade discounts actually allowed; (2) credits, rebates and returns (including, but not limited to, wholesaler and retailer returns); (3) freight, postage, insurance and duties paid for and separately identified on the invoice or other documentation maintained in the ordinary course of business, and (4) excise or value-added taxes, other consumption taxes, customs duties and compulsory payments to governmental authorities actually paid and separately identified on the invoice or other documentation maintained in the ordinary course of business. Net Sales shall also include the fair market value of all other consideration received by LICENSEE in respect of Licensed Products, whether such consideration is in cash, payment in kind, exchange or another form.
Net Sale means all revenues recorded by or on behalf of Licensee or its Sublicensees for Product sold in the Territory, less the permitted deductions booked on an accrual basis by Licensee and its Sublicensees under their respective accounting standards to calculate the recorded net sales from gross sales are as follows:
(a) normal discounts actually granted, including without limitation, quantity, trade, cash and other discounts, retroactive price reductions, rebates and charge-backs;
(b) amounts refunded or credits allowed for Product or other goods returned or not accepted by customers;
(c) packaging, transportation and prepaid insurance charges on shipments or deliveries to customers; and * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(d) taxes, tariffs, customs duties, surcharges and other governmental charges actually incurred and paid by Licensee or its Sublicensee(s) hereunder in connection with the sale, exportation, importation or delivery of Product or other goods to customers. Subject to the qualification stated below, upon any sale or other disposal of Product by or on behalf of Licensee or its Sublicensee hereunder other than a bona fide arm’s length transaction exclusively for money at market value, such sale, other disposal or use shall be deemed to constitute a sale at the then current maximum selling price in the country in which such sale, other disposal or use occurs. Notwithstanding anything contained in this Agreement to the contrary, the supply of Product free of charge as commercial samples, or for use in preclinical studies, clinical trials or similar or related research studies, shall not be included in this provision. If the Product is sold as a combined product that consists of Product together with another therapeutically active ingredient or product for the same indication (a “Combination”), the Net Sales will be calculated by multiplying the Net Sales of the Combination (as defined using the Net Sales definition above) by the fraction, A/(A+B) where A is the weighted (by sales volume) average sale price of the Product in the relevant country, and B is the weighted average sale price (by sales volume) in that country of the product(s) containing the other component(s) in finished form. Regarding prices comprised in the weighted average price when sold separately referred to above, if these are available...
Net Sale means:
(i) except in the instances described in Sections (ii), (iii), (iv), (v), (vi), and (vii) of this definition, the Net Invoice Price;
(ii) for any Relationship-Influenced Sale of a Licensed Product, Net Sales shall be based on the Net Invoice Price (calculated as if the Relationship-Influenced Sale Purchaser was a Sublicensee) at which the Relationship-Influenced Sale Purchaser resells such Licensed Product in lieu of the Net Invoice Price of the Licensee and/or any Sublicensee with respect to such Licensed Product;
(iii) in those instances where Licensed Product is not Sold, but is otherwise used for purposes other than those directed toward the further research and development (including without limitation for quality assurance, quality control, compound assays, or similar activities, whether conducted pre- and/or post-approval) of Licensed Products, (a) the Net Sales for such Licensed Product shall be the Net Invoice Price of such Licensed Products if then being commercialized, or (b) if such Licensed Products are not then being commercialized, the Net Sales for such Licensed Product shall be the Net Invoice Price of similar products or services Sold in similar quantities in an arm's length transaction by Licensee, a Sublicensee or, if not Sold by Licensee or a Sublicensee, by any other manufacturer (taking into account, however, the fact (if true) that the Licensed Product in question is not then being produced in commercial quantities, in which case a reasonable discount shall be applied), or (c) if subsection (a) does not apply and similar products or services are not then being Sold by Licensee, a Sublicensee or any other manufacturer, then the Net Sale of the Licensed Product so used for such a purpose shall be Licensee's or the Sublicensee's cost of manufacturing such Licensed Product (determined in accordance with generally accepted accounting principles) plus an additional **** percent (**%) thereof;
(iv) in those instances where the Licensee or any Sublicensee acquires a Licensed Product and then subsequently Sells or otherwise uses (as described in Section (iii)) such Licensed Product, Net Sales shall mean the Net Invoice Price charged upon the Sale or other use of such Licensed Product by the Licensee or any Sublicensee, with the resulting royalty amount due to UC subject to a deduction for any royalty amounts paid to UC on account of an earlier Sale or other use (as described in Section (iii)) of such Licensed Product, if any;
(v) in t...
Net Sale means the amount invoiced by Licensee or by any Affiliate or Sublicensee for Sales of Licensed Products, after deduction of the following in accordance with U.S. Generally Accepted Accounting Principles (“ GAAP”) to the extent applicable to such Sales:
Net Sale means gross sales of Time-Share Interests during such quarterly period reduced only by cancellations thereof.
Net Sale when used without further modification, shall mean the aggregate of Net Sales of Single Active Product(s), Net Sales of
Net Sale means the total gross amount invoiced by LICENSEE on the worldwide sale of Licensed Products, Licensed Services, and Licensed Methods by LICENSEE its Affiliates and any Sublicensees to third parties for the manufacture, use, sale, rental or lease of Licensed Products and Licensed Services in the Licensed Territories, less returns and customary trade discounts actually taken, outbound freight, value added, sales or use taxes, custom duties, and any other deductions not listed above to the extent that such deduction is. After the Effective Date, a new bona fide deduction from gross invoiced sales under U.S. Generally Accepted Accounting Principles (GAAP) to arrive at “net sales”. Any sales among Licensee, Affiliates, and Sublicensees should be excluded when calculating Net Sales, provided that any resale to third parties shall be included. With respect to each component constituting a Licensed Product, Licensed Service, or Licensed Method that is sold as part of a system or combination product, such fees, amounts, payments, or other consideration will be equal to the retail value of such component when sold individually. In the event such component is not sold individually, Net Sale will be based upon an allocation to be mutually agreed to in good faith by LICENSORS and LICENSEE, based upon the proportion of the value of such system or combination product reasonably attributable to the Licensed Patent Rights.