Common use of Net Sales Clause in Contracts

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Products, less the following items, to the extent directly applicable to such sales of Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Products; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recalls; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts). Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products, an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered or generated, or when the Product is shipped for delivery, whichever occurs first. Sales of Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the selling party, and provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or other selling party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are received.

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Licensed Products, less the following items, to the extent directly applicable to such sales of Licensed Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsgranted; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims of nonconforming Licensed Products, rejections or returns of Products including recallsLicensed Products; (d) prepaid freight charges for the delivery of Licensed Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (fe) sales, use or excise taxes imposed and actually paid in connection on the with the sale of Licensed Products (but excluding any value added taxes or taxes based on income or gross receipts). Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Products, Licensed Products including without limitation any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. monetary payments or, with regard to any other property paid in exchange for any Licensed Products, an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered or generated, or when the Product is shipped for delivery, whichever occurs first[***]. Sales of Licensed Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(fa) — (e) above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual sales of Licensed Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the selling party, and provided that such amounts are included in the quarterly [***] Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.65.4. If Licensee or other selling party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are received.

Net Sales. The term “Net Sales” shall mean the gross amounts amount invoiced by Licensee and its SublicenseesLicensee, or sublicensees, or any of themits Affiliates, on all sales of Licensed Products, Licensed Processes and Licensed Services less the following items, to the extent directly applicable to such sales of Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, cash and quantity and cash discounts or rebates actually granted and authorized wholesaler chargebacks actually paid allowed or credited by Licensee taken, including discounts or Sublicensee rebates to wholesalers of Productsgovernmental or managed care organizations; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims given or made for rejection of nonconforming Productsor return of, rejections previously sold Licensed Products or returns for retroactive price reductions (including Medicare and similar types of Products including recallsrebates); (c) any charges for insurance, freight, and other transportation costs directly related to the delivery of Licensed Product to the extent included in the gross invoiced sales price; (d) freight charges for any tax, tariff, duty or governmental charge levied on the sales, transfer, transportation or delivery of Productsa Licensed Product (including any tax such as a value added or similar tax or government charge) borne by the seller thereof, other than franchise or income tax of any kind whatsoever; (e) any import or export duties or their equivalent borne by the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts)seller. Net Sales shall include all consideration charged by Licensee Licensee, sublicensees or Sublicensees its Affiliates in exchange for any Licensed Products, including Licensed Processes, and Licensed Services, including, without limitation limitation, any monetary payments or, with regard to or any other property paid in exchange for any Productswhatsoever; and (f) [***] * Confidential Information, an amount in cash equal to indicated by [***], has been omitted from this filing and filed separately with the fair market value of such property. Securities and Exchange Commission For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered shall be generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs firstLicensed Process is completed, or Licensed Service is provided. Sales of Licensed Products by Licensee, or sublicensee of Licensee to any Affiliate or sublicensee which is a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale reseller thereof shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates or Sublicensees sublicensees of Licensee to unrelated parties shall be deemed Net Sales hereunder. For the avoidance of doubt, “Net Sales” shall not include (i) transfers for product testing or control; (ii) promotional distribution to potential purchasers; (iii) distribution for research on behalf of Licensee or any of its sublicensees; or (iv) any transfer made in connection with a Regulatory Approval process; or (v) transfer of a Licensed Product or performance of a Licensed Process or Licensed Service, by Licensee to an Affiliate or sublicensee for later resale to or use by an end customer, provided, however, that if the price invoiced by Licensee for the transfer to such Affiliate or sublicensee is higher than the price invoiced by such Affiliate or sublicensee for the subsequent resale to or use by the end customer, the Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included as line items determined on the invoice, gross amount invoiced by Licensee to such Affiliate or (ii) documented as being specifically attributable to actual sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the selling partysublicensee, and provided that not on the gross amount invoiced by such amounts are included in Affiliate or sublicensee to the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or other selling party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are receivedend consumer.

Net Sales. The term “"Net Sales” " shall mean the gross amounts total amount invoiced to third parties on sales of Licensed Products by Licensee and Licensee, its Affiliates, or Sublicensees, or any of them, on all sales of Productsfor which royalties are due under Article 3 below, less the following items, reasonable and customary deductions to the extent directly applicable to such sales of Products invoiced amounts: (if not previously deducted from the amount invoiced): (ai) reasonable and customary all trade, cash and quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid credits, discounts, refunds or credited by Licensee or Sublicensee to wholesalers of Productsgovernment rebates; (bii) reasonable and customary rebates and amounts for claims, allowances or credits for returns, retroactive price reductions actually grantedreductions, or chargebacks; (ciii) credits or allowances actually granted upon claims of nonconforming Productspackaging, rejections or returns of Products handling fees and prepaid freight, sales taxes, duties and other governmental charges (including recalls; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Productvalue added tax); and (fiv) salesprovisions for uncollectible accounts determined in accordance with reasonable accounting practices, use or excise taxes imposed consistently applied to all products of the selling party; provided, however, that in the case of Patient-Specific Licensed Products, "Net Sales" shall equal thirty percent (30%) of the foregoing amounts (after the deductions described in (i) through (iv) above). For purposes of the foregoing, it is understood that Net Sales shall include only the amount invoiced for materials consisting of Licensed Products (less the foregoing deductions and actually paid adjustments) and shall not include charges related to services (other than cell separation and expansion) performed in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts). such Licensed Products; accordingly, Net Sales shall include all consideration charged by Licensee not include, without limitation, charges for apheresis, reinfusion, surgical procedures, hospital stays or Sublicensees in exchange for any Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products, an amount in cash equal to the fair market value of such propertylike. For purposes the removal of determining Net Salesdoubt, a sale shall be deemed to have occurred when an invoice therefor is delivered or generated, or when the Product is shipped for delivery, whichever occurs first. Sales of Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions sales by Licensee to its Affiliates for [***]. The deductible items listed in sub-clauses (a)-(f) above resale, provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall be either (i) included as line items include the amounts invoiced by such Affiliate to third parties on the invoiceresale of such Licensed Product. In the event that Licensee grants a sublicense hereunder, or (ii) documented as being specifically attributable to actual and receives payments based upon the Sublicensee's sales of Products Licensed Products, Licensee may upon approval by Scripps, which approval shall not be unreasonably withheld, substitute the definition of "Net Sales," used by the Sublicensee to calculate payments to Licensee in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization place of the selling party, and provided that foregoing definition of "Net Sales" for purposes of calculating royalties payable to Scripps on such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or other selling party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are receivedSublicensee's sales.

Net Sales. The term “Net Sales” shall mean the gross amounts amount invoiced by Licensee and its SublicenseesLicensee, or sublicensees, or any of them, on all sales of ProductsLicensed Products in the country of sale, less the following items, to the extent directly applicable to such sales of Products (if not previously deducted from the amount invoiced): (a) reasonable discounts, chargebacks (only on a product by product basis) and customary trade, quantity and cash discounts rebates actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsallowed; (b) reasonable and customary rebates and credits for claims, allowances, retroactive price reductions actually grantedreductions, returned goods or recalls; (c) credits or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recallsprepaid freight and insurance; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use sales or excise taxes imposed and taxes, duties or other governmental charges actually paid in connection with the sale sales of Licensed Products (but excluding any what are commonly known as income taxes and, if not reimbursed, value added taxes or taxes based on income or gross receiptstaxes); and (e) any payment in the nature of a rebate in respect of sales to any governmental authority in respect of any government-subsidized program, including, without limitation, Medicare and Medicaid rebates. Net Sales shall include all consideration charged by Licensee or Sublicensees sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or, with regard to or any other property paid in exchange for any Products, an amount in cash equal to the fair market value of such propertywhatsoever. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered therefore shall be generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs first. Sales of Licensed Products by Licensee or sublicensee of Licensee to a Sublicensee any Affiliate, sublicensee or Affiliate Licensee for resale or by a Sublicensee to an Affiliate transfer of Licensee active pharmaceutical (API) for resale making of Licensed Products for sale shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates Affiliates, sublicensees or Sublicensees Licensee to unrelated parties shall be deemed Net Sales hereunder. Providing Licensed Product at no charge for preclinical, clinical, “compassionate use,” or regulatory purposes or as samples, and sales of Licensed Product for “compassionate use,” shall not be included in Net Sales. In the event a Licensed Product is sold in combination with other components which if sold alone would not be subject to a royalty payment hereunder (a “Combination Product”), Net Sales of the Licensed Product, for purposes of this Agreement, shall be calculated by multiplying the actual Net Sales of the Combination Product by the fraction A/(A+B), where A is the gross selling price, during the royalty period in question, of the Licensed Product sold separately (i.e., without the other components) and B is the gross selling price, during the royalty period in question, of the other components sold separately. In the event that no such separate sales are made, Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included as line items on calculated by multiplying the invoice, or (ii) documented as being specifically attributable to actual sales Net Sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”the Combination Product by the fraction C/(C+D), as applicable, consistently applied throughout where C is the organization fair market value of the selling partyLicensed Product (not including the other components) and D is the fair market value of such other components, and provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or other selling party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are receivedcosts being determined using generally accepted accounting principles consistently applied.

Net Sales. The term “"Gross Sales" of Tenant, as used in this Lease, is defined to be the gross selling price of all merchandise or services sold in or from the Premises by Tenant, its subtenants, licensees and concessionaires, whether for cash or on credit and whether made by store personnel or by approved vending, video, pinball, or gaming machines or by electronic, telephonic, video, computer, or other technology-based system, whether existing now or developed in the future, located at the Premises or generating orders therefrom. The term "Net Sales” shall mean the gross amounts invoiced by Licensee and its Sublicensees" of Tenant, or any of themas used in this Lease, on all sales of Products, less is defined to be Gross Sales excluding the following itemsprovided, to however, that the extent directly applicable to such sales of Products (if not previously below listed items shall only be deducted from the amount invoiced): Gross Sales if they were previously included in Gross Sales. (a) reasonable The selling price of all merchandise purchased at the Premises and customary trade, quantity returned by customers and cash accepted for full credit or the amount of discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Products; allowances made thereon; (b) reasonable and customary rebates and retroactive price reductions actually granted; Goods returned to sources, or transferred to another store or warehouse owned by or affiliated with Tenant; (c) Sums and credits received in the settlement of claims for loss of or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recalls; damage to merchandise; (d) freight charges The price allowed on all merchandise traded in by customers for credit or the delivery amount of Products; credit for discounts and allowances made in lieu of acceptance thereof; (e) Alteration workroom charges and delivery charges at Tenant's cost and collected separately from the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and selling price; (f) salesInterest, service or sales carrying charges or other charges, however denominated, paid by customers for extension of credit on sales and where not included in the merchandise sales price; (g) Receipts from public telephones, stamp machines, public toilet locks, or vending machines installed solely for use by Tenant's employees; (h) Sales taxes, so-called luxury taxes, consumers' excise taxes, gross receipts taxes and other similar taxes now or excise taxes hereafter imposed and actually paid in connection with upon the sale of Products (merchandise or services, but excluding any value added taxes only if collected separately from the selling price of merchandise or taxes based on income or gross receipts). Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products, an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered or generated, or when the Product is shipped for delivery, whichever occurs first. Sales of Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, services and only the subsequent sale of such Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either collected from customers; (i) included as line items on Sales of fixture, equipment or property which are not stock in trade. All sales originating at the invoice, or (ii) documented as being specifically attributable to actual sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the selling party, and provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or other selling party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts Premises shall be considered Net Sales in as made and completed therein, even though bookkeeping and payment of the applicable reporting period in which such refunded account may be transferred to another place for collection and even though actual filling of the sale or reimbursed amounts are receivedservice order and actual delivery of the merchandise may be made from a place other than the Premises. Each sale upon installments or credit shall be treated as a sale for the full cash price at the time of sale.

Net Sales. The term “"Net Sales” " shall mean the gross amounts invoiced invoice price of all Licensed Products shipped by or on behalf of the Licensee (including but not limited to its Subsidiaries, Affiliates or any sub-licensees, except that sales by Perfumania Holdings, Inc. and its SublicenseesSubsidiaries and Affiliates (collectively, the "Perfumania Group") shall not be deemed sales by the Subsidiaries, Affiliates, sub-licensees of Licensee for purposes of determining the gross invoice price upon which Net Sales is derived under this Agreement, minus (i) any documented actual allowances for damaged or any of them, on all sales of returned Licensed Products, less (ii) any documented credits for the following itemsreturn of Licensed Products to Licensee actually accepted or destroyed in the field, to the extent directly applicable to such sales of Products and (if not previously deducted from the amount invoiced): (aiii) reasonable any documented and customary trade, bona fide trade and quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Products; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims of nonconforming Productstaken with respect to the Licensed Products (collectively, rejections "Permitted Reductions"). Licensee covenants and agrees that sales made by Licensee, Parlux and their respective Subsidiaries or returns of Products including recalls; (d) freight charges for the delivery of Products; (e) the portion Affiliates, sub-licensees or distributors to any and all members of the administrative fees paid during the relevant time period Perfumania Group shall be bona fide, arms length transactions at prices that are consistent with historical practices and reasonably comparable to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare those prices charged to third party distributors which are not Affiliates or Medicaid Prescription Drug Plans relating specifically Subsidiaries of Licensee or Parlux. Licensee and Parlux will provide Licensor with access to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection historical sales records to enable Licensor to audit compliance by Licensee with the sale of foregoing covenant. (Licensed Products (but excluding any value added taxes or taxes based on income or gross receipts). Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products, an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred sold when an invoice therefor is delivered shipped, distributed, billed, sold or generated, or when the Product is shipped for deliverypaid for, whichever occurs first. .) The total Permitted Reductions in any Sales of Products by Licensee to a Sublicensee or Affiliate Year during the Term and Renewal Term for resale or by a Sublicensee to an Affiliate of Licensee for resale all customers other than department store customers ("Non-Department Store Customers") shall be excluded, and only the subsequent sale limited to * (*%) percent of Net Sales to such Products by Non- Department Store Customers in such Affiliates or Sublicensees to unrelated parties Sales Year. There shall be deemed a * (*%) percent cap on Permitted Reductions to department store customers in such Sales Year (including department store margin allowances (also referred to as markdown allowances). In computing Net Sales hereunder. Net Sales shall not include transfers Sales, no costs incurred in manufacturing, selling, advertising or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above distributing the Licensed Products and no indirect expenses shall be either (i) included as line items on the invoicededucted, or (ii) documented as being specifically attributable to actual sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the selling party, and provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.6. If Licensee or other selling party receives refunds or reimbursements of nor shall there be any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are receiveddeduction for uncollectible accounts.

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Licensed Products, less the following items, to the extent directly applicable to such sales of Licensed Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsgranted; (b) reasonable and customary rebates and retroactive price reductions actually granted, including but not limited to rebates and chargeback payments granted to managed health care organizations, pharmacy benefit managers (or equivalents thereof), national, state/provincial, local, and other governments, their agencies and purchasers and reimbursers, or to trade customers; (c) credits or allowances actually granted upon claims of nonconforming Licensed Products, rejections or returns of Products including recallsLicensed Products; (d) prepaid freight charges for the delivery of Licensed Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (fe) sales, use or excise taxes imposed or other governmental taxes charged and actually paid in connection on the with the sale of Licensed Products (but excluding any value added taxes or taxes based on income or gross receipts). receipts Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Licensed Products, an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs first. Sales of Licensed Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Notwithstanding the foregoing, Net Sales shall not include transfers the use of any Licensed Product in any clinical, pre-clinical or dispositions for [***]non-clinical research or development activities, or provision of License Products in a sampling program or compassionate use program in which no monetary or other consideration is paid to or received by Licensee or any Sublicensee. The deductible items listed in sub-clauses (a)-(fa) – (e) above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual sales of Licensed Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the selling party, and provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.65.4. If Licensee or other selling party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are received.

Net Sales. The term “"Net Sales” " shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Products, Licensed Processes and Licensed Services, less the following items, to the extent directly applicable to such sales of Products Products, Licensed Processes or Licensed Services (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Products; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recalls; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts)[…***…]. Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Products, Licensed Processes or Licensed Services, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products, Licensed Processes or Licensed Services, an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered or generated, or when the Product is shipped for delivery, whichever occurs first[…***…]. Sales of Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) [...***...] above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual sales of Products Products, Licensed Processes or Licensed Services in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the selling party, and provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.65.3. If Licensee or other selling party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are received.

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by Licensee Licensee, its Affiliates, and its Sublicensees, or any of them, on all sales of Products, Licensed Products less the following items, to the extent directly applicable to such sales of Licensed Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity quantity, cash, and cash discounts other discounts, allowances, or rebates actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Productsgranted; (b) reasonable and customary rebates and rebates, retroactive price reductions reductions, and other price adjustments actually grantedgranted (including adjustments arising from consumer discount programs); (c) credits credits, refunds, or allowances actually granted upon claims of nonconforming nonconforming, defective, or damaged Licensed Products or [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. rejections, returns, or recalls of Licensed Products, rejections or returns of Products including recalls; (d) freight freight, handling, and insurance charges for the delivery of Licensed Products; (e) the portion of the administrative fees paid during the relevant time period chargebacks, rebates, reimbursements or similar payments or adjustments granted to group purchasing wholesalers or other distributors, buying groups, health care insurance carriers or other institutions, pharmacy benefit management companies, health maintenance organizations or other health care organizations, pharmaceutical benefit managers or any governmental or regulatory authority or agency (including their purchasers and/or government-mandated Medicare reimbursers); or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use consumption, use, value added, excise, or similar taxes, tariffs, or customs or excise taxes duties imposed and actually paid in connection with respect to the sale sale, importation, or exportation of Licensed Products (but excluding any value added taxes or taxes based on income or gross receiptsreceipts of a business entity). Net Sales shall include all consideration charged by Licensee Licensee, Affiliates, or Sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Licensed Products, an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered generated or generated, or when the Licensed Product is shipped for delivery, whichever occurs first. Sales of Licensed Products by Licensee to a Sublicensee Licensee, an Affiliate, or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee or Sublicensee for resale shall be excluded, and only the subsequent sale of such Licensed Products by such Affiliates Affiliate(s) or Sublicensees Sublicensee(s) to unrelated third parties not themselves constituting an Affiliate or Sublicensee shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(fa) – (f) above shall be either (i) included as line items on the invoice, invoice or (ii) documented as being specifically attributable to actual sales of Licensed Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the selling party, and provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 4.4.66.2. If Licensee Licensee, an Affiliate, or other selling party a Sublicensee receives refunds or reimbursements of any amounts previously deducted from gross sales in their calculation of Net Sales as set forth hereinherein (such refunds or reimbursements, “Unwound Sales Deductions”), then the amount of such refunded or reimbursed amounts Unwound Sales Deductions shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are received. For purposes of clarity, neither the sale or other disposition of any Licensed Product for use in clinical trials, pre-clinical studies or other research or development activities by or on behalf of Licensee or any Affiliate or Sublicensee, nor sale, disposal or transfer of Licensed Products in, or for use in, a sampling or other promotional program or compassionate use program shall, in each case, to the extent no monetary or other consideration in excess of the cost to manufacture or supply such Licensed Product is paid to or received by Licensee or any Affiliate or Sublicensee, give rise to any Net Sales.

Net Sales. The term “Net Sales” shall mean the gross amounts invoiced sales price for all Licensed Products sold, leased or otherwise transferred by Licensee and Licensee, its Sublicensees, Affiliates or Sublicensees to any of them, on all sales of ProductsThird Party throughout the Territory during each Calendar Quarter, less the following itemsamounts actually incurred or paid by Licensee, to the extent directly applicable to such sales of Products (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually granted and authorized wholesaler chargebacks actually paid or credited by Licensee or Sublicensee to wholesalers of Products; (b) reasonable and customary rebates and retroactive price reductions actually granted; (c) credits or allowances actually granted upon claims of nonconforming Products, rejections or returns of Products including recalls; (d) freight charges for the delivery of Products; (e) the portion of the administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or government-mandated Medicare or Medicaid Prescription Drug Plans relating specifically to the Product; and (f) sales, use or excise taxes imposed and actually paid in connection with the sale of Products (but excluding any value added taxes or taxes based on income or gross receipts). Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products, an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is delivered or generated, or when the Product is shipped for delivery, whichever occurs first. Sales of Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Products by such its Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. Net Sales shall not include transfers or dispositions for [***]. The deductible items listed in sub-clauses (a)-(f) above shall be either (i) included as line items on the invoiceduring such Calendar Quarter, or (ii) documented as being specifically attributable to actual sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”): (a) customary trade, cash or International Financing Reporting Standards quantity discounts or rebates actually taken, including discounts or rebates to governmental or managed care organizations; (“IFRS”)b) customary credits or allowances actually given or made for rejection of, as applicableand for uncollectible amounts on, consistently applied throughout or return of previously sold Licensed Products (including Medicare and similar types of rebates customarily granted in the organization industry; (c) customary charges for insurance, freight, and other transportation costs directly incurred by Licensee, its Affiliates or Sublicensees related to the delivery of the selling partyLicensed Products, and provided that such amounts are to the extent included in the quarterly Royalty Reports gross invoiced sales price; (d) any tax, tariff, duty or governmental charge levied on the sales, transfer, transportation or delivery of a Licensed Product (including any tax such as value added or similar tax or governmental charge) borne by Licensee, its Affiliates or Sublicensees, other than franchise or income tax of any kind whatsoever, to the extent separately stated on such purchase order, invoice or other document of sale; and (e) any import or export duties or their equivalent actually incurred by Licensee, its Affiliates or Sublicensees, if any. Where Licensed Products are not sold, but are otherwise disposed of, the Net Sales of such products for the purposes of computing royalties will be the sales price at which products of similar kind and quality, sold in similar quantities, are currently being offered for sale by Licensee; provided that Licensed Products given away as samples solely for promotional purposes shall be excluded from the computation of royalties. “Net Sales” shall not include sales or transfers between Licensee sends and its Affiliates or Sublicensees, unless the Licensed Product is consumed by the Affiliate or Sublicensee. In order to TSRI pursuant assure Licensor the full royalty payments contemplated in this Agreement, for the avoidance of doubt, Licensee agrees that in the event any Licensed Products are sold, leased or transferred to Section 4.4.6an Affiliate or Sublicensees for purposes of resale to a Third Party, Net Sales shall be computed on the gross sales price at which such Affiliate or Sublicensee sells such products to its customer and not on the price that such Affiliate or Sublicensee paid to Licensee for such products. To the extent the Licensed Products are sold as part of a Kit and not individually, Net Sales, for the avoidance of doubt, shall be calculated using the gross retail sales price of the Kit and not the sales price if such Licensed Products were sold individually. Net Sales for each Kit shall be calculated the same as the above, with any reference to a Licensed Product to be replaced with a reference to all products comprising the Kit. The Net Sales for each Kit shall be allocated to the Licensed Products contained in the Kit on a pro rata basis based on the average list price of all products comprising the Kit by multiplying the Net Sales for each Kit with the fraction A over B, where A is the average list price of the Licensed Product in such Kit (or the sum of the average list price of each Licensed Product in the Kit in cases where there is more than one (1) component in such Kit) in the Territory if sold alone in the same reporting period, and B is the average list price per Kit in the Territory in the same reporting period. If Licensee one or other selling party receives refunds or reimbursements more components of any amounts deducted such Kit, which would be Licensed Products if sold alone, are not sold as set forth hereinstand-alone products, then such refunded or reimbursed amounts A shall have the value equal to the number of active components that would be Licensed Products if sold as standalone products, and B shall be considered Net Sales in equal to the applicable reporting period in which such refunded or reimbursed amounts are receivedtotal number of active components.