Common use of Compensation, Revenue Share or Royalties Clause in Contracts

Compensation, Revenue Share or Royalties. Each party will pay the other party any compensation, revenue share payments or royalties due as agreed between the parties. Any revenue share or royalty due from a party shall be paid on a calendar quarter basis following shipment of the products that trigger the payment as set forth in Section 6.4. The licenses granted by IM to ATMI shall be subject to payment of all fees set forth in any quotation for which ATMI issues IM a purchase order, including a royalty to IM of [*]% of gross sales proceeds on Products (less the following when separately itemized on or included and identifiable in invoices related to the sale of the Product: (i) allowances, discounts, including cash discounts, rebates and returns all to the extent actually given in the trade by ATMI or its affiliates; (ii) sales, excise and similar taxes (including but not limited to any value added tax) or duties; (iii) insurance, packaging (except packaging that directly encloses the Products), and handling, shipping, transportation or similar; and (iv) credits or repayment for rejection or return of Products). If ATMI has suitable written records that reflect actually incurred direct costs (including but not limited to freight out, customs, duty, distribution and warehousing), ATMI may deduct such direct costs (up to an additional aggregate amount not to exceed [*]% of the gross sales proceeds for all Products during any reporting period) prior to computing the royalty on gross sales proceeds, even if such direct costs are not separately itemized to the customer. In the case that ATMI enables a Materials partner or a customer to make or sell a Product under license in exchange for a royalty to ATMI, the royalty payable by ATMI to IM for such use shall be calculated on the value of the Product used to calculate the royalty paid to ATMI (“Product Value”). For business arrangements between ATMI and Third Parties related to (i) Products for which the Product Value cannot be derived, or (ii) other ATMI monetization of technology derived through use of the Wets Workflow or HPC Technology not otherwise described herein, IM and ATMI agree to negotiate in good faith to set the compensation, if any, due to IM. Notwithstanding Section 12.16 of this Agreement, in the event that the parties cannot agree for a period of [*] after escalation to their respective chief executive officers to a reasonable compensation, the parties will use the procedure of Section 4.8.3 to determine compensation due to IM.

Compensation, Revenue Share or Royalties. Each party will pay the other party any compensation, revenue share payments or royalties due as agreed between the parties. Any revenue share or royalty due from a party shall be paid on a calendar quarter basis following shipment of the products that trigger the payment payment. Customer agrees to pay IM a royalty on any sale of Products by Customer, Customer Affiliate or Third Party licensee of Customer (“Royalty”) and provide reports and payments as set forth in Section 6.4. The operation of the Equipment in HPC Mode and the licenses granted by IM to ATMI shall be Customer are subject to the payment of all applicable fees in the Quote and a Royalty on Products as set forth in any quotation for which ATMI issues IM below. Customer shall pay a purchase order, including a royalty Royalty to IM of equal to [*] percent ([*]% of %) on gross sales proceeds on Products (of Products, less the following when separately itemized on or included and identifiable in invoices related to the sale of the Product: (i) allowances, discounts, including cash discounts, rebates and returns all to the extent actually given in the trade by ATMI Customer or its affiliates; (ii) sales, excise and similar taxes (including but not limited to any value added tax) or duties; (iii) insurance, packaging (except packaging that directly encloses the Products), and handling, shipping, transportation or similar; and (iv) credits or repayment for rejection or return of Products). If ATMI Customer has suitable written records that reflect actually incurred direct costs (including but not limited to freight out, customs, duty, distribution and warehousing), ATMI . Customer may deduct such direct costs (up to an additional aggregate amount not to exceed [*]% of the gross sales proceeds for all Products during any reporting period) prior to computing the royalty on gross sales proceeds, even if such direct costs are not separately itemized to the customer. In the case that ATMI Customer enables a Materials partner or a customer Third Party to make or sell a Product under license in in. exchange for a royalty to ATMICustomer, the royalty Royalty payable by ATMI Customer to IM for such use shall be calculated on the value of the Product used to calculate the royalty paid to ATMI Customer (“Product Value”). For business arrangements between ATMI Customer and Third Parties related to (i) Products for which the Product Value cannot be derived, or (ii) other ATMI Customer monetization of technology derived through use of the Wets Dry Workflow or Dry HPC Technology not otherwise described herein, IM and ATMI Customer agree to negotiate in good faith to set the compensation, if any, due to IM. Notwithstanding Section 12.16 of this Agreement, in the event that the parties cannot agree for a period of [*] days after escalation to their respective chief executive officers to a reasonable compensation, the parties will use the procedure of Section 4.8.3 4.9.3 to determine compensation due to IM.

Compensation, Revenue Share or Royalties. Each party will pay the other party any compensation, revenue share payments or royalties due as agreed between the parties. Any revenue share or royalty due from a party shall be paid on a calendar quarter basis following shipment of the products that trigger the payment payment. Customer agrees to pay IM a royalty on any sale of Products by Customer, Customer Affiliate or Third Party licensee of Customer (“Royalty”) and provide reports and payments as set forth in Section 6.4. The operation of the Equipment in HPC Mode and the licenses granted by IM to ATMI shall be Customer are subject to the payment of all applicable fees in the Quote and a Royalty on Products as set forth in any quotation for which ATMI issues IM below. Customer shall pay a purchase order, including a royalty Royalty to IM of equal to [*] percent ([*]% of %) on gross sales proceeds on Products (of Products, less the following when separately itemized on or included and identifiable in invoices related to the sale of the Product: (i) allowances, discounts, including cash discounts, rebates and returns all to the extent actually given in the trade by ATMI Customer or its affiliates; (ii) sales, excise and similar taxes (including but not limited to any value added tax) or duties; (iii) insurance, packaging (except packaging that directly encloses the Products), and handling, shipping, transportation or similar; and (iv) credits or repayment for rejection or return of Products). If ATMI Customer has suitable written [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. records that reflect actually incurred direct costs (including but not limited to freight out, customs, duty, distribution and warehousing), ATMI . Customer may deduct such direct costs (up to an additional aggregate amount not to exceed [*]% of the gross sales proceeds for all Products during any reporting period) prior to computing the royalty on gross sales proceeds, even if such direct costs are not separately itemized to the customer. In the case that ATMI Customer enables a Materials partner or a customer Third Party to make or sell a Product under license in in. exchange for a royalty to ATMICustomer, the royalty Royalty payable by ATMI Customer to IM for such use shall be calculated on the value of the Product used to calculate the royalty paid to ATMI Customer (“Product Value”). For business arrangements between ATMI Customer and Third Parties related to (i) Products for which the Product Value cannot be derived, or (ii) other ATMI Customer monetization of technology derived through use of the Wets Dry Workflow or Dry HPC Technology not otherwise described herein, IM and ATMI Customer agree to negotiate in good faith to set the compensation, if any, due to IM. Notwithstanding Section 12.16 of this Agreement, in the event that the parties cannot agree for a period of [*] days after escalation to their respective chief executive officers to a reasonable compensation, the parties will use the procedure of Section 4.8.3 4.9.3 to determine compensation due to IM.