Additional Joint Patent Royalty. GCLC shall pay to Artiva a royalty on the GCLC Net Sales of each Product, the manufacture, use or sale of which is claimed by or uses any Additional Joint Patent, on a country-by-country and Product-by- Product basis during the Product Royalty Term, where the royalty rate shall be equal to 50% of the Product Royalty payable by Artiva for such Product for Net Sales in the Territory. For purposes of the foregoing, “GCLC Net Sales” shall mean the gross amount invoiced by GCLC and its Affiliates and sublicensees to Third Party purchasers for the sale or distribution of Products outside the Territory, less the same categories of deductions and offsets described in the definition of Net Sales, as applied in the same manner to Products outside the Territory, that are actually incurred, allowed, accrued, paid or taken and are allocated with respect to such sale or distribution. The foregoing royalty shall be payable on a Product-by-Product and country-by-country basis outside the Territory during the period commencing on the First Commercial Sale of such Product in such country outside the Territory and continuing until the end of the Product Royalty Term.”
Additional Joint Patent Royalty. GCC shall pay to Artiva a royalty on the GCC Net Sales of each Product, the manufacture, use or sale of which is claimed by or uses any Additional Joint Patent, on a country-by-country and Product-by-Product basis during the Product Royalty Term, where the royalty rate shall be equal to [***] of the Product Royalty payable by Artiva for such Product for Net Sales in the Territory. For purposes of the foregoing, “GCC Net Sales” shall mean [***]. The foregoing royalty shall be payable on a Product-by-Product and country-by-country basis outside the Territory during the period commencing on the First Commercial Sale of such Product in such country outside the Territory and continuing until the end of the Product Royalty Term. If such royalty becomes payable by GCC, such payments shall be made in accordance with Sections 3.2(c), and 3.4 through 3.7 as applied to GCC, mutatis mutandis.
