Common use of Base Royalty Clause in Contracts

Base Royalty. In partial consideration of the rights granted Company under this Agreement, Company shall pay to Medical School a royalty of {***} of Net Sales of Licensed Products by Company and its Affiliates (but not Sublicensees). (i) If a particular Licensed Product is within the definition of “Licensed Product” solely because it uses or incorporates Related Technology, the royalty rate applicable to such Licensed Product shall be reduced by {***}. (ii) If there is a competing product in the marketplace, no royalties are due for a Licensed Product that is within the definition of “Licensed Product” because it uses or incorporates only Related Technology or Biological Materials. (iii) If during the Royalty Period, patents under the Patent Rights have expired or have been abandoned in a particular country, (I) no royalty is payable by Company, if there is a competing product in that country, and (II) if Company reduces its prices for Licensed Products in that country, even if there is no competing product in that country, Company and Medical School shall negotiate in good faith a reduction in the royalty rate to reflect the reduction in Company’s gross margins caused by the price reduction. (iv) Company shall pay Medical School {***} of Net Sales of commercial clinical laboratory services by Company and its Affiliates.

Appears in 11 contracts

Samples: Exclusive License Agreement (Cytrx Corp), Exclusive License Agreement (Cytrx Corp), Exclusive License Agreement (Rxi Pharmaceuticals Corp)

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Base Royalty. In partial consideration of the rights granted Company under this Agreement, Company shall pay to Medical School a royalty of {***} of Net Sales of Licensed Products by Company and its Affiliates (but not Sublicensees). (i) If a particular Licensed Product is within the definition of “Licensed Product” solely because it uses or incorporates Related Technology, the royalty rate applicable to such Licensed Product shall be reduced by {***}. (ii) If there is a competing product in the marketplace, no royalties are due for a Licensed Product that is within the definition of “Licensed Product” because it uses or incorporates only Related Technology or Biological Materials. (iii) If during the Royalty Period, patents under the Patent Rights have expired or have been abandoned in a particular country, (I) no royalty is payable by Company, if there is a competing product in that country, and (II) if Company reduces its prices for Licensed Products in that country, even if there is no competing product in that country, Company and Medical School shall negotiate in good faith a reduction in the royalty rate to reflect the reduction in Company’s gross margins caused by the price reduction. (iv) Company shall pay Medical School {***} of Net Sales of commercial clinical laboratory services by Company and its Affiliates.

Appears in 4 contracts

Samples: Exclusive License Agreement (Rxi Pharmaceuticals Corp), Exclusive License Agreement (Cytrx Corp), Exclusive License Agreement (Rxi Pharmaceuticals Corp)

Base Royalty. In partial consideration of the rights granted Company under this Agreement, Company shall pay to Medical School a royalty of {***} of Net Sales of Licensed Products by Company and its Affiliates (but not Sublicensees). (i) If a particular Licensed Product is within the definition of “Licensed Product” solely because it uses or incorporates Related Technology, the royalty rate applicable to such Licensed Product shall be reduced by {***}. (ii) If there is a competing product in the marketplace, no royalties are due for a Licensed Product that is within the definition of “Licensed Product” because it uses or incorporates only Related Technology or Biological Materials. (iii) If during the Royalty Period, patents under the Patent Rights have expired or have been abandoned in a particular country, (I) no royalty is payable by Company, if there is a competing product in that country, and (II) if Company reduces its prices for Licensed Products in that country, even if there is no competing product in that country, Company and Medical School shall negotiate in good faith a reduction in the royalty rate to reflect the reduction in Company’s gross margins caused by the price reduction. (iv) Company shall pay Medical School {***} of Net Sales of commercial clinical laboratory services by Company and its Affiliates. *** The information marked by asterisks on this page has been omitted pursuant to a request for confidential treatment. The omitted information has been filed separately with the Securities and Exchange Commission.

Appears in 1 contract

Samples: Exclusive License Agreement (Cytrx Corp)

Base Royalty. In partial consideration of the rights granted Company under this Agreement, Company shall pay to Medical School a royalty of {***} of Net Sales of Licensed Products by Company and its Affiliates (but not Sublicensees). (i) If a particular Licensed Product is within the definition of “Licensed Product” solely because it uses or incorporates Related Technology, the royalty rate applicable to such Licensed Product shall be reduced by {***}. (ii) If there is a competing product in the marketplace, no royalties are due for a Licensed Product that is within the definition of “Licensed Product” because it uses or incorporates only Related Technology or Biological Materials. (iii) If during the Royalty Period, patents under the Patent Rights have expired or have been abandoned in a particular country, (I) no royalty is payable by Company, if there is a competing product in that country, and (II) if Company reduces its prices for Licensed Products in that country, even if there is no competing product in that country, Company and Medical School shall negotiate in good faith a reduction in the royalty rate to reflect the reduction in Company’s gross margins caused by the price reduction. *** The information marked by asterisks on this page has been omitted pursuant to a request for confidential treatment. The omitted information has been filed separately with the Securities and Exchange Commission. (iv) Company shall pay Medical School {***} of Net Sales of commercial clinical laboratory services by Company and its Affiliates.

Appears in 1 contract

Samples: Exclusive License Agreement (Cytrx Corp)

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Base Royalty. In partial consideration of the rights granted Company under this Agreement, Company shall pay to Medical School and ABL each a royalty of {***} of Net Sales of Licensed Products by Company and its Affiliates (but not Sublicensees). (i) If a particular Licensed Product is within the definition of "Licensed Product" solely because it uses or incorporates Related Technology, the royalty rate applicable to such Licensed Product shall be reduced by {***}. (ii) If there is a competing product in the marketplace, no royalties are due for a Licensed Product that is within the definition of "Licensed Product" because it uses or incorporates only Related Technology or Biological Materials. (iii) If during the Royalty Period, patents under the Patent Rights have expired or have been abandoned in a particular country, (I) no royalty is payable by CompanyCompany for Net Sales in that country, if there is a competing product in that country, and (II) if Company reduces its prices for Licensed Products in that country, even if there is no competing product in that country, Company and Medical School and ABL shall negotiate in good faith a reduction in the royalty rate to reflect the reduction in Company’s 's gross margins caused by the price reduction. (iv) Company shall pay Medical School and ABL each {***} of Net Sales of commercial clinical laboratory services by Company and its Affiliates.

Appears in 1 contract

Samples: Exclusive License Agreement (Cytrx Corp)

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