Sublicensee Net Sales means the gross amount invoiced for all Licensed Products sold by a Sublicensee to a Third Party, less deductions for.
(a) commissions, trade, quantity and cash discounts or rebates actually allowed or given;
(b) credits, allowances or refunds given or made for rejected, outdated or returned Licensed Products, if applicable;
(c) any tax or government charge (other than an income tax) levied on the sale, transportation or delivery of a Licensed Product and borne by the seller thereof; and
(d) any prepaid or invoiced charges for freight, postage, shipping, import or export taxes, insurance or charges for returnable containers.
Sublicensee Net Sales means the total gross amount invoiced by Sublicensees (other than a Sublicensee that is an Affiliate of Licensee) (regardless of whether and when such invoices are actually paid) on the sale of Licensed Products or the provision of Licensed Services to Third Parties (including, without limitation, the provision of any product by any Sublicensee (other than a Sublicensee that is an Affiliate of Licensee) that incorporates a Licensed Product or Licensed Service but for clarity excluding documented sponsored research and/or development activities (including costs for preclinical and clinical development), valued at the actual direct cost of such activities on a fully burdened basis (including reasonable margin for overhead)), less the following items, as determined from the books and records of Sublicensees:
(a) insurance, handling and transportation charges prepaid, allowed, or actually invoiced;
(b) amounts repaid, credited or allowed for rejection, return or recall;
(c) sales or other excise taxes or other governmental charges levied on or measured by the invoiced amount (including, without limitation, value added taxes);
(d) brokerage, customs and import duties or charges; and
(e) normal and customary trade, quantity and cash discounts (including chargebacks and allowances) and rebates that relate to the Licensed Products or Licensed Services. Sales of Licensed Products or the provision of Licensed Services between or among Licensee, its Affiliates or its Sublicensees shall be excluded from the computation of Sublicensee Net Sales, except in those instances in which the purchaser is also the commercial end-user of the Licensed Product sold or Licensed Service provided. Further, transfers of reasonable quantities of Licensed Product by Licensee, any of its Affiliates or of its Sublicensee to a Third Party that is not a Sublicensee for use in the development of such Licensed Product (and not for resale) and transfers of industry standard quantities of Licensed Product for promotional purposes shall not be deemed a sale of such Licensed Product that gives rise to Sublicensee Net Sales for purposes of this Section 1.56. If a Licensed Product is sold in a combination with other active components (“Sublicensee Combination Sale”), Sublicensee Net Sales on the Sublicensee Combination Sale shall be calculated by multiplying the Sublicensee Net Sales of that Subllicensee Combination Sale by the fraction A/(A+B), where A is the average sale price in the relevant cou...
Sublicensee Net Sales means the total gross amount invoiced by Sublicensees (other than a Sublicensee that is an Affiliate of Licensee) (regardless of whether and when such invoices are actually paid) on the sale of Licensed Products or the provision of Licensed Services to Third Parties (including, without limitation, the provision of any product by any Sublicensee (other than a Sublicensee that is an Affiliate of Licensee) that incorporates a Licensed Product or Licensed Service but for clarity excluding documented sponsored research and/or development activities (including costs for preclinical and clinical development), valued at the actual direct cost of such activities on a fully burdened basis (including reasonable margin for overhead)), less the following items, as determined from the books and records of Sublicensees:
Examples of Sublicensee Net Sales in a sentence
Upon request, BDSI shall have the right to request reasonable documentation of ACCENTIA’s calculations to determine ACCENTIA’s Net Sales, Sublicensee Revenues and/or Sublicensee Net Sales for the Licensed Products and to request discussion of such calculations with appropriate representatives of ACCENTIA.
Payments under sections 4.2(b) and 4.2(c) shall be made to BDSI no later than sixty (60) days following the end of the calendar quarter during which Net Sales and Sublicensee Net Sales are invoiced and any other Sublicensee Revenue accrued for Licensed Products.
If no such separate sales are made by Licensee, its Affiliate or Sublicensee, Net Sales for such Licensed Product shall be calculated by multiplying Net Sales of such Licensed Product by the fraction C/(C+D), where C is the fully allocated cost of the Licensed Component and D is the fully allocated cost of the other components.
ACCENTIA shall pay to BDSI either: (i) an amount equal to fifty percent (50%) of Sublicensee Revenue to BDSI, after the prescribed royalty payment to MAYO; or (ii) a minimum royalty of eight percent (8%) of Sublicensee Net Sales (regardless of the prescribed royalty to MAYO), whichever is greater, for Licensed Products.
In the event that no such separate sales are made in the same quarter by GNE or its Sublicensee, Net Sales [*] Certain information on this page has been omitted and filed separately with the Commission.
More Definitions of Sublicensee Net Sales
Sublicensee Net Sales means Net Sales generated by a Sublicensee or an Affiliate of a Sublicensee.
Sublicensee Net Sales shall have the same meaning as “Net Sales” (mutatis mutandis), except that it refers to amounts collected by a Sublicensee from a Third Party in connection with the sale, lease, or any other disposition of Licensed Products by the Sublicensee (as opposed to any amounts collected by the Licensee).
Sublicensee Net Sales means, with respect to a given period of time, gross amounts invoiced by a Sublicensee of a Party or any of its Affiliates in such period, less the following deductions from such gross amounts which are actually incurred, allowed, paid, accrued or specifically allocated:
(i) credits or allowances actually granted for damaged products, returns or rejections of product, price adjustments and billing errors;
(ii) governmental and other rebates (or equivalents thereof) granted to managed health care organizations, pharmacy benefit managers (or equivalents thereof), federal, state/provincial, local and other governments, their agencies and purchasers and reimbursers or to trade customers;
(iii) normal and customary trade, cash and quantity discounts, allowances and credits actually allowed or paid;
(iv) distribution services agreement fees allowed or paid to Third Party distributors;
(v) transportation costs, including insurance, for outbound freight related to delivery of the product to the extent included in the gross amount invoiced;
(vi) sales taxes, VAT taxes and other taxes directly linked to the sales of the Licensed Product to the extent included in the gross amount invoiced; and
(vii) any other items that reduce gross sales amounts as required by United States Generally Accepted Accounting Principles applied on a consistent basis.
Sublicensee Net Sales means any Net Sales generated by a Sublicensee.
Sublicensee Net Sales means:
(a) gross invoice price from the sale, lease, or other transfer or disposition of the Licensed Products or Licensed Processes to third parties, or from services performed using Licensed Products or Licensed Processes for third parties, by Sublicensees, less the following deductions, provided they actually pertain to the disposition of the Licensed Products or Licensed Processes and are separately invoiced:
(i) all discounts, credits, and allowances on account of returns;
(ii) transportation and insurance; and
(iii) duties, taxes, and other governmental charges levied on the sale, transportation, or delivery of Licensed Products or practice of the Licensed Processes, but not including income taxes. No deductions shall be made for any other costs or expenses, including but not limited to commissions to independents, agents, or those on Sublicensee’s payroll or for the cost of collection.
Sublicensee Net Sales means Net Sales of Product that is sold or otherwise supplied by or on behalf of a given Related Party.
Sublicensee Net Sales means the gross amount invoiced for all Licensed Products sold by a Sublicensee to a Third Party, less deductions for:
(a) commissions, trade, quantity and cash discounts or rebates actually allowed or given; (b) credits, allowances or refunds given or made for rejected, outdated or returned Licensed Products, if applicable;