Worldwide Net Sales means the gross amounts invoiced for sales by Buyer (or any other applicable member of the Buyer Group if any sales contemplated hereby are recorded by such member of the Buyer Group but not by Buyer) from the sales of a specified Contingent Payment Product by a member of the Buyer Group or its authorized or licensed distributor after the Closing to unaffiliated third parties less the Worldwide Net Sales Adjustments, all in accordance with standard allocation procedures, allowance methodologies and accounting methods consistently applied, which procedures and methodologies shall be in accordance with GAAP. For purposes of clarification, when measuring the Worldwide Net Sales recorded in respect of sales of a specified Contingent Payment Product by any Person other than a member of the Buyer Group, only the revenue recorded by Buyer or another member of the Buyer Group shall be included (for example, the transfer price or other amount received by Buyer or such other member of the Buyer Group, in the event of any sales by an authorized or licensed distributor of the specified Contingent Payment Product manufactured by Buyer), and the amount of revenue that may be recorded or achieved by such other Person who is not a member of the Buyer Group shall be disregarded. Notwithstanding anything to the contrary in this Agreement or in any financial statements prepared by Buyer with respect to any Contingent Payment Year or portion thereof, or to the extent it may otherwise be required pursuant to GAAP, the term “Worldwide Net Sales” shall not include (A) gross amounts invoiced for sales by Buyer or any member of the Buyer Group from transactions with another member of the Buyer Group unless such other member of the Buyer Group is an end user of the specified Contingent Payment Product; provided, however, that “Worldwide Net Sales” shall in such event include the gross amounts invoiced for sales, if any, recorded upon the further resale of such specified Contingent Payment Product by such other member of the Buyer Group less the Worldwide Net Sales Adjustments or (B) distribution to a third party of a specified Contingent Payment Product for research, manufacturing or quality testing, clinical trials, compassionate or humanitarian purposes including expanded access programs (which provide access to therapies for no monetary consideration) or charitable donations. In the event that Sales Payment Products are sold on a bundled basis with Gross Profit Payment Products,...
Worldwide Net Sales means the aggregate of Net Sales (U.S.), Net Sales (EUR), Net Sales (EA) (as defined in the Ancillary D&L Agreement) and Net Sales (ROW) (as defined in the Ancillary D&L Agreement).
Worldwide Net Sales means Net Sales worldwide for the Included Products for which the Buyer has actually received Included Product Payments pursuant to this Agreement.
Examples of Worldwide Net Sales in a sentence
For example, if Annual Worldwide Net Sales [***] in the first year, both the [***] milestone payments would be payable.
Therapeutic Protein Annual Worldwide Net Sales Product Product --------------------------- ------------ -------- [***].............................................
Within forty-five (45) days following each calendar quarter during the Contingent Payment Period, Purchaser shall deliver to VI a certificate (each, a “Sales Contingent Payment Certificate”), setting forth Purchaser’s determination of the Worldwide Net Sales of the Systems for each such calendar quarter and for the period beginning on the first day of the Contingent Payment Period and ending on the last day of such calendar quarter.
During the Royalty Term, Daré will pay quarterly royalties to SST based on Annual Worldwide Net Sales of Licensed Products by Daré and its Affiliates (including amounts received from distributors and resellers), which royalties are marginal as set forth in the table below.
Annual Worldwide Net Sales of the Product Milestone Payment Equal or exceed $[*****] [***** ] Equal or exceed $[*****] [***** ] Equal or exceed $[*****] [***** ] Equal or exceed $[*****] [***** ] For clarity, the payments made under this Section 8.3(d) shall not exceed [*****] per Product.
More Definitions of Worldwide Net Sales
Worldwide Net Sales has the meaning set forth in Section 2.6(a)(xx).
Worldwide Net Sales means the gross amounts invoiced for sales of the Systems to third parties by Purchaser, its Affiliates and its or their respective transferees or licensees of substantially all rights pertaining to the Systems (collectively, the “Sales Parties”), less any of the following deductions related to the Systems and actually taken on such sales for: (a) normal and customary trade and quantity discounts actually given; (b) credits, rebates and chargebacks and allowances to the customer on account of purchase of such Systems, or on account of retroactive price reductions affecting such Systems; (c) amounts paid, granted or accrued on rejection or returns of such Systems; (d) packing, freight, shipping, postage, custom duties and insurance costs on shipments to the customer that are separately itemized; and (e) sales, value-added, and excise taxes, tariffs, duties and any other taxes and governmental charges related to the sale of such Systems to the customer, in each case, to the extent such deductions: (i) are applicable and in accordance with standard allocation procedures, (ii) have not already been deducted or excluded, and (iii) are incurred in the ordinary course of business in type and amount consistent with good industry practice. Worldwide Net Sales shall be determined from the books and records in accordance with GAAP, applied on a consistent basis by Purchaser, and may include using accrual accounting where applicable. Notwithstanding the foregoing, Worldwide Net Sales shall not include non-commercial sales, such as transactions among the Sales Parties that are not intended for re-sale, or sales for pre-clinical or clinical trials or other testing. In the case of any transfer of any System among the Sales Parties for resale, Worldwide Net Sales shall be determined based on the subsequent sale of such System by the Sales Party to a third party. If a System is sold in a bundle with one or more Bundle Product Components (“Bundled Sales”), Worldwide Net Sales on the Bundled Sales shall be calculated by multiplying the Worldwide Net Sales of that Bundled Sale by the fraction A/(A+B), where A is the average sale price of the System included in the Bundled Sale when sold separately and B is the average sale price of all Bundle Product Components included in the Bundled Sale when sold separately. If neither the System nor all of the Bundle Product Components in the Bundled Sale were sold separately during one or more of the immediately preceding twelve (12) mon...
Worldwide Net Sales means the sum of (i) Net Sales as defined in this Agreement and (ii) Net Sales as defined in the Schering Corporation Agreement.
Worldwide Net Sales means net sales recorded by Parent from the sales of Contingent Payment Products to unaffiliated third parties, either directly or through one or more Affiliates, in accordance with GAAP, consistently applied by Parent across all similar product lines, in connection with the preparation of Parent’s financial statements, as publicly reported.
Worldwide Net Sales means the gross amount invoiced for the supply or sale of TRISENOX by Purchaser or its Affiliates to unaffiliated third parties (calculated in Dollars or, with respect to non-Dollar denominated sales, using the average exchange rate in effect during the applicable period for non-Dollar denominated sales), and less the following amounts to the extent deducted from or on such invoice or absorbed or accrued or reserved by Purchaser or its Affiliates in accordance with GAAP: (i) customary quantity, trade and/or cash discounts, chargebacks, anticipated returns, allowances, wholesaler inventory management fees, rebates (including any and all federal, state or local government rebates, e.g. Medicaid rebates) and price adjustments allowed or given; and (ii) sales and other excise taxes and duties directly related to the sale, to the extent such items are included in the gross invoice price.
Worldwide Net Sales means Net Sales worldwide for the Included Products for which the Buyer has actually received Included Product Payments pursuant to this Agreement. “Wyeth” shall mean Genetics Institute, Inc., and any successor company by way of merger, consolidation or otherwise. “Wyeth Acknowledgement Letter” has the meaning set forth in Section 5.07. “Wyeth License Agreement” shall mean the License Agreement, dated November 22, 2000, between Dyax and Wyeth, as such agreement may be amended, replaced, succeeded or substituted from time to, time with the written consent of Buyer. “Wyeth Licensed Products” shall have the meaning given to the term “Licensed Product” in the Wyeth License Agreement, including the products currently marketed as Xyntha® and Refacto® AF, in any formulation, dosage, concentration, volume or method of delivery, together with all label expansions, line extensions, improvements and modifications thereon and thereof from time to time, and any successor, follow-on or related products, including combination products, for which any Dyax Entity is entitled pursuant to the Wyeth License Agreement to receive payments in the Territory.
Worldwide Net Sales shall not include revenue recorded by Parent or any member of the Buyer Group from transactions with another member of the Buyer Group unless such other member of the Buyer Group is an end user of the Contingent Payment Product or no further resale by such member of the Buyer Group is contemplated; provided, however, that “Worldwide Net Sales” shall in such event include the revenue, if any, recorded upon the further resale of such Contingent Payment Product by such other member of the Buyer Group.