Net Sales Value definition
Net Sales Value means, with respect to any Licensed Product, the gross sales price of such Licensed Product invoiced by Licensee, its Affiliate and/or its Sub-Licensee to customers who are not Affiliates (or are Affiliates but are the end users of such Licensed Product) less, to the extent actually paid or accrued by Licensee, its Affiliate and/or its Sub Licensee (as applicable), (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for nonconforming, damaged, out-dated and returned Licensed Product; (b) freight and insurance costs; (c) cash, quantity and trade discounts, rebates and other price reductions for such Licensed Product given to such customers under price reduction programs; (d) sales, use, value-added and other direct taxes incurred on the sale of such Licensed Product to such customers; (e) customs duties, tariffs, surcharges and other governmental charges incurred in exporting or importing such Licensed Product to such customers; (f) sales commissions incurred on the sale of such Licensed Product to such customers; and (g) an allowance for uncollectible or bad debts determined in accordance with generally accepted accounting principles. For avoidance of doubt, any consideration or royalties received from Sub-Licensee(s) are excluded. If a Licensed Product consists of components that are covered by valid claim of a Prospective Patent within the Invention (a “Covered Component”) and components that are not covered by a Valid Claim (“Other Components”), then Net Sales for such Licensed Products shall be multiplied by the fraction A/(A+B), where A is the value of the Covered Component(s) as reasonably determined by Licensee, and B is the value of the Other Component(s) as reasonably determined by Licensee, and such resulting amount shall be the “Net Sales Value” for purposes of the Royalties and Sub-License Royalties calculations in Clauses 5.1.2 and 5.3.1, respectively, for such Licensed Product.
Net Sales Value means, in relation to Licensed Product: the gross amount invoiced by the Company or Sub-Licensee or Affiliate of the Company or a Sub-licensee less any value added tax or other sales tax, transport charges (including transport insurance) and costs of packaging to the extent that any of those items are included as separate items in the amount so invoiced, and after deducting any allowances for lost or damaged items or permitted returns, and discounts allowed and rebates given in the normal course of trade, and in the event of more than one such sale, the first such sale;
Net Sales Value means the gross receipts from sales of PRODUCT in the TERRITORY by SB and/or its AFFILIATES and/or its sublicensees and/or its distributors to THIRD PARTIES less the following deductions :
(i) []* of the gross receipts to cover transportation charges, including insurance; and
(ii) SB's standard costs for PRODUCT formulation, filling and packaging, for syringes and other administration devices combined with, or contained in, commercial packaging; and
(iii) sales and excise taxes and duties paid or allowed by a selling party and any other governmental charges imposed upon the production, importation, use or sale of PRODUCT, including without limitation, contributions and payments required by any governmental authorities as liability provisions and/or made pursuant to injury compensation schemes and/or as PRODUCT liability insurance premiums; and
(iv) trade, quantity and cash discounts, commissions and other customary rebates; and
(v) allowances or credits to customers or charges back from customers on account of rejection or return of PRODUCT subject to royalty under this Agreement or on account of retroactive price reductions affecting such PRODUCT; and
(vi) royalties payable and/or paid by SB to THIRD PARTIES on the manufacture, use and/or sale of PRODUCT []* . Sales between or among SB and its AFFILIATES or sublicensees or distributors shall be excluded from the computation of NET SALES VALUE except where such AFFILIATES or sublicensees are end users, but NET SALES VALUE shall include the subsequent final sales to THIRD PARTIES by such AFFILIATES or sublicensees or distributors. If a PRODUCT is sold as a COMBINATION, NET SALES VALUE of COMBINATION shall be multiplied by the fraction A/A+B where A is the unit invoice price of a separately sold PRODUCT which contains as specific immunogenic material only those antigen(s) and/or allergen(s) contained in COMBINATION which are included in TECHNOLOGY and B is the unit invoice price of a separately sold vaccine which contains as specific immunogenic ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. material only those antigen(s) and/or allergen(s) contained in COMBINATION but which are not included in TECHNOLOGY. If the unit invoice ...
Examples of Net Sales Value in a sentence
Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages.
For each Licensed Product in each country, the Licensee shall pay to UCLB a royalty of [***]% ([***] per cent) being a percentage of the Net Sales Value of all Licensed Products sold by Licensee, its Affiliates or Sub-licensees.
For each Licensed Product in each country, the Licensee shall pay to UCLB a royalty of [***]% ([***] per cent) being a percentage of the Net Sales Value of such Licensed Product sold by Licensee, its Affiliates or Sub-licensees.
In consideration of the obligations undertaken by the Agent hereunder, the Principal shall pay the Agent commission equal to 5 per cent of the Net Sales Value of all Products for which a contract of sale is made by the Agent on behalf of the Principal pursuant to this Agreement.
Any Licensed Products disposed of to third parties in accordance with this Clause 5.10 shall not be taken into account for the purposes of calculating Net Sales Value.
More Definitions of Net Sales Value
Net Sales Value means the aggregate consideration, including royalties (excluding up-front payments, milestone payments, refunds, credits, grant or research funding or equity investment) received from third party customers from the sale of a Licensed Product, less normal trade discounts actually granted, refunds, credits, chargebacks, allowances, insurance, freight, or any relevant tax, duties or similar government levies. For avoidance of doubt, any consideration or royalties received from Sub-licensee(s) are excluded.
Net Sales Value means the invoiced sales price of the Products after taking the deductions specified in Schedule One attached to and incorporated by reference in this Agreement.
Net Sales Value means the gross invoice price for sales on an arm’s length basis of Covion Products by Covion or any Covion Licensee to any third party (i.e. an entity other than Covion or a Covion Licensee), less
Net Sales Value of any product means the actual ▇▇▇▇▇▇▇▇ for the SALE or USE of a product less the deductions identified below.
Net Sales Value means in respect of the Licensed Products after their First Commercial Sale:
Net Sales Value means in relation to any Products, the price actually charged to the customer therefor (less any value added or other sales tax thereon included in the price).
Net Sales Value means the aggregate consideration, including royalties (excluding up-front payments, milestone payments, refunds, credits, grant or research funding or equity investment) which are received by Licensee, directly or by Licensee from a Sub-Licensee, from the sale, leasing or other commercial disposition of a Licensed Product, and based on the invoiced price of Licensed Product sold by the Licensee in arm’s-length transactions, or, where the sale is not at arm’s length, the price that would have been so invoiced if it had been at arm’s length, less normal trade discounts actually granted, insurance, freight, or any relevant tax, duties or similar government levies.