NGO Sales definition

NGO Sales means sales and dispositions of Products (including Companion Diagnostics) by or on behalf of the Selling Parties in fulfillment of the Global Access Commitment, to the extent that the gross amounts invoiced and the fair market value of non-cash consideration received by the Selling Parties for such sales and dispositions of Products does not exceed the sum of: (a) the Selling Party’s fully-burdened cost of goods of such Products; (b) excise taxes, use taxes, tariffs, sales taxes and customs duties and/or other government charges or fees imposed on the sale of such Products (including VAT); and (c) outbound freight, shipment, insurance and other distribution costs for such Products. For clarity, to the extent that the gross amounts invoiced and the fair market value of non-cash consideration received by the Selling Parties for sales and dispositions of Products (including Companion Diagnostics) in fulfillment of the Global Access Commitment exceed the sum of (a), (b) and (c) in the foregoing sentence, the amount of such excess shall be included in the calculation of “Net Sales” (and shall not be considered “NGO Sales”).
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NGO Sales means sales and dispositions of Products by or on behalf of the Foundation Selling Parties in fulfillment of the Global Access Commitments to the extent that the gross amounts invoiced and the fair market value of non-cash consideration received by the Foundation Selling Parties for such sales and dispositions of Products does not exceed the Foundation Selling Party’s recognized cost of goods sold as calculated in accordance with the Foundation Selling Party’s usual and customary accounting methods, which are in accordance with GAAP. For clarity, to the extent that the gross amounts invoiced and the fair market value of non-cash consideration received by the Foundation Selling Parties for sales and dispositions of Products in fulfillment of the Global Access Commitment exceed such recognized cost of goods in the foregoing sentence, the amount of such excess shall be included in the calculation of “Foundation Program Transaction Net Sales” (and shall not be considered “NGO Sales”).
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Examples of NGO Sales in a sentence

  • Except as expressly set forth in Section 4.3(d) (Compulsory Licensing), in no event shall the effective royalty rate applicable to Net Sales of a Product in a country (excluding NGO Sales) for purposes of Royalty Payments hereunder be reduced, by reason of any and all applicable adjustments in the aggregate, to less than [**] percent ([**]%) of Net Sales of such Product in such country.

  • For clarity, no Royalty Payments, royalties or other payments of any kind shall be payable to Adimab with respect to NGO Sales.

Related to NGO Sales

  • Retail sales As defined in the definition of Net Revenue.

  • Sales On the settlement date for a sale, Bank shall credit the Cash Account with the sale proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered.

  • Short Sales means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing shares of Common Stock).

  • Specified Sales means (a) the sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business and (b) the sale, transfer or other disposition of cash and Cash Equivalents, so long as the applicable Credit Party or the applicable Subsidiary receives, in return, cash, Cash Equivalents or other property having a fair market value equal to the fair market value of such Cash Equivalents.

  • Marketing Period means the first period of fifteen (15) consecutive calendar days commencing on the later of (i) the date Parent shall have access to the Required Financial Information and (ii) the date the Company Shareholder Approval has been obtained; provided that (x) (1) none of July 5, 2022, July 3, 2023 or July 5, 2023 shall be considered a calendar day for the purposes of this definition (provided, however, that such exclusion shall not restart such period) and (2) if such fifteen (15) consecutive calendar day period has not ended on or prior to (A) August 22, 2022, then it will be deemed to not commence earlier than September 6, 2022, or (B) December 16, 2022, then it will be deemed to not commence earlier than January 2, 2023, (y) in no event shall the Marketing Period be restarted or cease to continue if additional financial statements are required to be delivered pursuant to the definition of “Required Financial Information” or have otherwise been provided after the Marketing Period has commenced, and (z) the Marketing Period in any event shall end on any earlier date prior to the expiration of such fifteen (15) consecutive calendar day period if the Debt Financing is consummated on such earlier date (including closing into escrow); provided, further, that if the Company shall in good faith reasonably believe that it has provided the Required Financial Information, the Company may deliver to Parent a written notice to that effect (stating in good faith when it believes it completed such delivery), in which case the Company shall be deemed to have delivered the Required Financial Information on the date specified in such notice, unless Parent in good faith reasonably believes that the Company has not completed the delivery of the Required Financial Information at the time such notice is given and, within three (3) Business Days after the date of the delivery of such notice by the Company, Parent gives written notice to the Company to that effect (stating with reasonable specificity which such Required Financial Information has not been delivered), in which case such Required Financial Information shall be deemed to have been delivered when such specific items have been delivered by the Company; provided, that such written notice from Parent to the Company will not prejudice the Company’s right to assert that the Required Financial Information was, in fact, delivered; provided, further, that, notwithstanding the foregoing, the delivery of the Required Financial Information shall be satisfied at any time at which (and so long as) Parent shall have actually received the Required Financial Information, regardless of whether any such notice is delivered to the Company.

  • PTP means the Personal Trading Policy adopted by BlackRock and BRIL and approved by the Board.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Marijuana-infused products means products that contain marijuana or marijuana extracts and are intended for human use. The term "marijuana-infused products" does not include useable marijuana.

  • Healing arts screening means the testing of human beings using x-ray machines for the detection or evaluation of health indications when such tests are not specifically and individually ordered by a licensed practitioner of the healing arts legally authorized to prescribe such x-ray tests for the purpose of diagnosis or treatment.

  • Retail sale or a "sale at retail" means a sale to any person for any purpose other than for resale in

  • Gross Sales means the sum total of all retail sales of tangible personal property or services as

  • Closings means the one or more closings of the purchase and sale of the Securities pursuant to Section 2.2.

  • Underwritten Net Cash Flow means, as of any date of determination, the excess of: (i) for the twelve (12) month period ending on such date, the sum of (A) the lesser of (1) GPR multiplied by 94.0%, and (2) Actual Rent Collections, and (B) Other Receipts; over (ii) for the twelve (12) month period ending on such date, the sum of (A) Operating Expenses, adjusted to reflect exclusion of amounts representing non-recurring expenses, (B) Underwritten Capital Expenditures and (C)

  • Export Transactions Net Activity means the aggregate net total, resulting from Export Transactions, of (i) Spot Market Energy charges, (ii) Transmission Congestion Charges, and (iii) Transmission Loss Charges, calculated as set forth in Operating Agreement, Schedule 1 and the parallel provisions of Tariff, Attachment K-Appendix. Export Transactions Net Activity may be positive or negative.

  • Selling Period means the period of one to twenty consecutive Trading Days (as determined by the Company in the Company’s sole discretion and specified in the applicable Issuance Notice) following the Trading Day on which an Issuance Notice is delivered or deemed to be delivered pursuant to Section 2.03(b) hereof.

  • Drug outlet means a pharmacy, nursing home, shelter home, convalescent home, extended care facility, drug abuse treatment center, penal institution, hospital, family planning clinic, student health center, retail store, wholesaler, manufacturer, mail-order vendor or other establishment with facilities located within or out of this state that is engaged in dispensing, delivery or distribution of drugs within this state.

  • Private Business Use means use (directly or indirectly) in a trade or business or activity carried on by any Private Person (other than a Tax-Exempt Organization) other than use as a member of, and on the same basis as, the general public.

  • Net Purchases means purchases of goods and services charged to the Account, less refunds and adjustments;

  • Short-Sale Loss means the loss resulting from the Assuming Institution’s agreement with the mortgagor to accept a payoff in an amount less than the balance due on the loan (including the costs of any cash incentives to borrower to agree to such sale or to maintain the property pending such sale), further provided, that each Short-Sale Loss shall be calculated in accordance with the form and methodology specified in Exhibits 2b(1)-(3).

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Related Financial Product means any financial product which references directly or indirectly the Preference Shares.

  • Wholesale distributor means any person other than a manufacturer, a manufacturer's co-licensed

  • Marihuana-infused product means a topical formulation, tincture, beverage, edible substance, or similar product containing marihuana and other ingredients and that is intended for human consumption.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Ultra Low Sulfur Diesel Fuel means diesel fuel that has a sulfur content of no more than fifteen parts per million.

  • Beer means any liquid capable of being used for beverage purposes made by the fermentation of an infusion in potable water of barley, malt, and hops, with or without unmalted grains or decorticated and degerminated grains or made by the fermentation of or by distillation of the fermented products of fruit, fruit extracts, or other agricultural products, containing more than one-half of one percent of alcohol by volume but not more than six and twenty-five hundredths percent of alcohol by volume.