Common use of Additional Royalty Provisions Clause in Contracts

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 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-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).