Define: Net Receipts
Net Receipts is a defined term used in licensing agreements to describe the money a Licensee actually receives from granting sub-licences under Patents and Know-how, after deducting Value Added Tax or similar taxes paid on those amounts. It typically forms the base figure used to calculate royalties or revenue-sharing payments owed to the Licensor under the agreement.
Legal accuracy standard set & glossary spot-checked by Imad Mohammed Nazar , Skadden-trained M&A lawyer, Legal Engineer at GenieAI
What Net Receipts Means in a Contract
Net Receipts is a defined financial term that appears most often in licensing and patent-related agreements, especially where a Licensee is permitted to grant sub-licences to third parties. It refers to the actual money the Licensee receives from those sub-licence arrangements, after subtracting Value Added Tax or equivalent sales taxes paid on the transaction. The term exists to create a clear, agreed baseline figure from which royalty payments or revenue shares owed to the original Licensor can be calculated.
Because licensing structures often involve multiple layers of parties, from an original patent holder down through a licensee to various sub-licensees, the parties need a precise definition of what counts as revenue for payment purposes. Net Receipts narrows that revenue down to actual cash received, rather than amounts merely invoiced or contractually owed but unpaid, which affects when and how much the Licensor is entitled to receive.
How Net Receipts Is Defined or Measured
In most agreements, Net Receipts is calculated by starting with gross amounts received by the Licensee from sub-licensees and then deducting Value Added Tax or similar taxes charged on those amounts. This is a relatively narrow deduction compared to broader financial terms like Net Profits or Net Sales, which may allow for deductions of costs, expenses, discounts, or bad debts. Net Receipts tends to focus specifically on tax treatment rather than operational costs.
The measurement period is usually tied to a reporting or accounting cycle set out elsewhere in the agreement, such as quarterly or annual reporting. Parties will often specify the currency of calculation, how amounts received in foreign currencies are converted, and whether receipts are recognised when invoiced or only when actually collected. These mechanics matter because they directly affect the timing and amount of royalty payments.
- Gross amounts received from sub-licensees under the Patents and Know-how
- Deduction of Value Added Tax or similar tax paid on those amounts
- Currency conversion and timing rules set by the agreement
- Reporting frequency tied to accounting periods
Where Net Receipts Appears in Agreements
Net Receipts typically appears in patent licence agreements, technology licensing arrangements, and know-how transfer agreements, particularly where sub-licensing rights are granted. It is common in sectors driven by intellectual property exploitation, such as Relevant Circumstances
Relevant Sectors