Additional Royalty Provisions. The royalties payable under Section 4.3(a) will be subject to the following:
(i) only one (1) royalty will be payable hereunder with respect to each Licensed Product unit;
(ii) royalties when owed or paid hereunder will, except as provided in Section 4.3(d), be non-refundable and non-creditable and not subject to set-off (except as otherwise provided in Sections 2.8(a), 10.3(c) and 10.6 hereof, Section 17.6 of any Co-Development, Co-Promote and Profit Share Agreement, and Sections 4.1(e), 4.3 and 10.6 of the Master Collaboration Agreement); and
(iii) except as expressly set forth in Sections 4.3(c), 4.3(d) and 4.3(e), no other royalty deductions are permitted hereunder.
Additional Royalty Provisions. The royalties payable under Section 4.3(a) will be subject to the following:
(i) only one royalty will be payable hereunder with respect to each Licensed Product unit; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(ii) royalties when owed or paid hereunder will, except as provided in Section 4.3(d), be non-refundable and non-creditable and not subject to set-off (except as otherwise provided in Sections 2.8(a), 10.3(c) and 10.6 hereof, [***] and 17.6 of any Co-Development, Co-Promote and Profit Share Agreement, and Sections 4.1(e), 4.3 and 12.6 of the Master Collaboration Agreement); and
(iii) except as expressly set forth in Sections 4.3(c), 4.3(d) and 4.3(e), no other royalty deductions are permitted hereunder.
Additional Royalty Provisions. (i) Only one royalty will be due with respect to the sale of the same unit of Covered Product.
(ii) Royalties when owed or paid hereunder will be non-refundable and non-creditable and not subject to set-off, except as expressly set forth herein.
(iii) Only one royalty will be due hereunder on the sale of a Covered Product even if the manufacture, use, sale, offer for sale or importation of such Covered Product infringes more than one (1) Patent.
Additional Royalty Provisions. The royalties payable under Section 8.5(a) will be subject to the following:
(i) only one royalty will be payable hereunder with respect to each Product unit;
(ii) royalties when owed or paid hereunder will, except as provided in Section 8.5(e), be non-refundable and non-creditable and not subject to set-off;
(iii) no royalties shall be due upon the sale or other transfer among Merck or its Selling Parties, but in such cases the royalty shall be due and calculated upon Merck’s or its Selling Party’s Net Sales to the first independent Third Party;
(iv) no royalties shall accrue on the sale or other disposition of Product by Merck or its Selling Parties for use in any clinical trial;
(v) for purposes of this Section 8.5, all sales of a Product by any Selling Party for use in the [***] field (to the extent permitted pursuant to Section 9.2) shall be counted as “Net Sales” of such Product for the purposes of calculating Net Sales, applicable royalty tiers and otherwise under this Section 8.5;
(vi) except as expressly set forth in Sections 8.5(d), 8.5(e) and 8.5(f), no other royalty deductions are permitted hereunder; and
(vii) no royalties shall accrue on the disposition or sale of Product (A) in reasonable quantities by Merck, its Affiliates or Sublicensees as part of an expanded access program or (B) as donations (for example, to non-profit institutions or government agencies for non-commercial purposes) or as test marketing or samples (promotion or otherwise) or (C) at no margin (including taking into account the royalties that would be payable to Moderna).
Additional Royalty Provisions. The royalty obligations of this Section 4.3 are subject to the following additional terms:
(a) only one royalty shall be due to Ambit with respect to the same unit of Product sold;
(b) no royalties shall be due upon the sale or other transfer of Product among Astellas or its Related Parties, provided that such Product is subsequently resold to a Third Party purchaser (including a Distributor) in a transaction for which royalty shall be due and calculated upon Astellas’s or its Related Party’s Net Sales to such Third Party;
(c) no royalty shall accrue on the transfer of Product by Astellas or its Related Parties for use in a Clinical Trial, for free or nominal cost not to exceed the fully burdened cost of manufacturing the Product; and
(d) no royalties shall accrue on the disposition of Product by Astellas or its Related Parties as samples (promotion or otherwise) or as donations by Astellas or its Related Parties (for example, to non-profit institutions or government agencies for a non-commercial purpose).
(e) no royalties shall be due with respect to Net Sales of Co-Promoted Products made in the U.S. during its Co-Promotion Term, and such Net Sales shall be excluded from aggregate worldwide Net Sales for the purpose of calculating annual sales milestones and the royalty tiers in the table in Section 4.3.1.
Additional Royalty Provisions. (a) Any reference to “royalty-bearing” or to a “royalty” shall mean, unless otherwise expressly established in this Agreement, a royalty or other compensation that will be negotiated in good faith between the Parties in respect of the applicable patent(s) included within the licensed intellectual property rights. Each such royalty will be agreed on a case-by-case basis, taking into account the non-exclusive or exclusive term, the importance of the originator’s invention and the strength and commercial importance of the applicable intellectual property rights (including the effect of any trade secret status of any Aradigm Know-How or Novo Nordisk Know-How, as the case may be). Additionally, the payment schedules, audit and other provisions of this Article 5 shall apply to the extent practicable, unless otherwise agreed by the Parties in writing.
(b) For the avoidance of doubt, in no event shall either Aradigm pay a royalty to Novo Nordisk or Novo Nordisk pay a royalty to Aradigm, respectively, for Novo Nordisk New IPR or Aradigm New IPR, respectively, if such Novo Nordisk New IPR or Aradigm New IPR, respectively, is Made Jointly.
(c) Following the expiration of the last to expire of the Aradigm Patents Rights, Aradigm Selected Pulmonary Delivery Patent Rights, and patents included in the Aradigm New IPR, if: (i) Novo Nordisk experiences a material reduction in the gross margins of products bearing royalties under this Agreement in the United States, any member state of the European Union and/or Japan as a result of pricing actions by competitors who, had such patents not expired, would be infringing one (1) or more of the Aradigm Patents Rights, Aradigm Selected Pulmonary Delivery Patent Rights or patents included in the Aradigm New IPR; and (ii) Novo Nordisk is in compliance with all of its material obligations under this Agreement at the time of such material reduction in gross margins, then Novo Nordisk may request a reduction in the applicable royalty rates hereunder for the specific geographic area (whether the United States, any member state of the European Union and/or Japan). Within sixty (60) days of such request, the Parties will meet to review Novo Nordisk’s financial and marketing information pertinent to such request and to negotiate and agree on a reduction in the royalty rates hereunder that is proportionate to the reduction in gross margins experienced by Novo Nordisk or that otherwise fairly reflects the diminished value of the applicable p...
Additional Royalty Provisions. Royalties on Royalty Products at the rate set forth above, shall be payable on a country-by-country and product-by-product basis commencing on the date of First Commercial Sale of such Royalty Product in a country and continuing until the later of the expiration of the last Valid Claim Covering the Manufacture or Commercialization of such Royalty Product in the country of sale, subject to the following conditions:
(a) only one royalty shall be due with respect to the same unit of Royalty Product. Moreover, with respect to any Alnylam Development Product that is a Licensed Product (as such terms are defined in the Protiva License Agreement) that also meets the definition of an Alnylam Royalty Product under this Agreement, Alnylam shall not be required to pay royalties under both such agreements, but, rather, shall pay only the larger of such royalties under such agreements, respectively;
(b) no royalties shall be due upon the sale or other transfer among a Party and its Related Parties, but in such cases the royalty shall be due and calculated upon such Party’s or its Related Party’s Net Sales to the first independent Third Party;
(c) no royalties shall accrue on the sale or other disposition of the Royalty Product by a Party or its Related Parties for use in a clinical study sponsored by such Party or under an IND prior to Regulatory Approval of such Royalty Product in the applicable jurisdiction; and
(d) no royalties shall accrue on the disposition of a Royalty Product in reasonable quantities by a Party or its Related Parties as samples (promotion or otherwise) or as donations (for example, to non-profit institutions for a non-commercial purpose). Moreover, the Parties acknowledge and agree that nothing in this Agreement (including without limitation any exhibits or attachments hereto) shall be construed as representing an estimate or projection of either (i) the number of Royalty Products that will or may be successfully Researched, Developed or Commercialized or (ii) anticipated sales or the actual value of any Royalty Product, and that the figures set forth in this Article 7 or elsewhere in this Agreement or that have otherwise been discussed by the Parties are merely intended to define a Party’s royalty payment obligations to each other in the event such sales performance is achieved.
Additional Royalty Provisions. The royalties payable under Section 11.3(a) will be subject to the following:
(i) only one royalty will be payable hereunder with respect to each Licensed Product unit;
(ii) royalties when owed or paid hereunder will, except as provided in Section 11.3(b), be non-refundable and non-creditable and not subject to set-off, except as otherwise provided in 9.1(b), 17.3(d) and 17.6 hereof or Sections 4.1(e), 4.3 and 10.6 of the Master Collaboration Agreement; and
(iii) except as expressly set forth in Section 11.3(c), Section 11.3(d) and Section 11.3(e), no other royalty deductions are permitted hereunder
Additional Royalty Provisions. For each Optioned Product, the royalties payable under Sections 9.4(a) will be adjusted as follows with respect to each country in the Gilead Territory upon the first to occur of (i) or (ii) below with respect to such Optioned Product:
(i) Upon the […***…], the royalty rates applicable to the Net Sales of such Optioned Product in such country shall be […***…] of the rates set forth in Section 9.4(a). For clarity, […***…], in each case, as of the First Commercial Sale of an Optioned Product in a country in the Gilead Territory, then as of such First Commercial Sale the royalty rates applicable to the Net Sales of such Optioned Product in such country shall be […***…] of the rates set forth in Section 9.4(a); and
(ii) Upon […***…], the royalty rates applicable to Net Sales of Optioned Products in such country shall be […***…] of the rates set forth in Section 9.4(a). For clarity, only one (1) reduction under either of the foregoing clauses (i) or (ii) will apply and the maximum reduction in the royalty rates set forth in Section 9.4(a) is […***…].
Additional Royalty Provisions. Monsanto’s obligation to pay royalties to Alnylam under Section 5.3(b) is imposed only once with respect to the same unit of Royalty Product, including by reason of such Royalty Product being Covered by more than one Valid Claim of the Licensed Patent Rights. The royalties payable under Section 5.3(b) shall be paid on a country-by-country basis on each Royalty Product during the applicable Royalty Term for such Royalty Product in such country. Monsanto shall notify Alnylam of the occurrence of First Commercial Sale of each Royalty Product within [**] days of its occurrence.
