Improved Licensed Products Clause Samples

Improved Licensed Products. Following the date that the Improved Licensed Product Conditions are met, (a) the applicable remaining milestone(s) that have not previously been triggered by another Licensed Product but are triggered by an Improved Licensed Product and royalty payments payable for such Improved Licensed Product under Sections 8.3 (Development and Approval Milestone Payments for Licensed Products) and 8.5 (Royalty Payments for Licensed Products) above shall all be reduced by [***] of the sums otherwise payable in respect of such Improved Licensed Product; and (b) the applicable Sales Milestone Payments payable for such Improved Licensed Product under Section 8.4 (Sales Milestone Payments for Licensed Products) shall be reduced in proportion to the annual Net Sales of such Improved Licensed Product as a proportion of overall annual Net Sales of Licensed Products. For example, where there are two Licensed Products: Licensed Product A (a Bispecific Antibody in protein form) and Licensed Product B (a Bispecific Antibody in nucleotide form) and the annual Net Sales of both Licensed Products combined is $[***] with each Licensed Product contributing [***] of Net Sales then the $[***] Sales Milestone Payment that would otherwise be due pursuant to Section 8.4 (Sales Milestone Payments for Licensed Products) shall be reduced as follows: [***] For clarity, no milestones that have previously been triggered by another Licensed Product pursuant to Section 8.3 (Development and Approval Milestone Payments for Licensed Products) will be due a second time if such Improved Licensed Product achieves the relevant Milestone Event.