Incremental Royalties Clause Samples

Incremental Royalties. The Distributor shall pay to Genzyme the following annual royalties (the “Incremental Royalties”) on the Distributor’s and its Affiliates’ total incremental increases in Net Retail Sales of all Dermal Tissue Augmentation Products (including the Agreement Products and any Improved Agreement Product(s)), in the Territory based on the incremental increases, if any, in Net Retail Sales of all Dermal Tissue Augmentation Products in each Agreement Year over a base year amount comprised of Net Retail Sales of Dermal Tissue Augmentation Products in the *** immediately preceding the first commercial sale of either any Agreement Product or any Improved Agreement Product(s): The Distributor’s obligation to pay the Incremental Royalties shall *** *** *** *** . The Incremental Royalty shall be paid by not later than *** after the end of each Agreement Year. For the avoidance of doubt, if the Distributor had no sales of any Dermal Tissue Augmentation Products prior to the first commercial sale of either the Agreement Products or any Improved Agreement Product(s), the Distributor shall be obligated to pay a *** royalty on Net Retail Sales of all Dermal Tissue Augmentation products sold after such first commercial sale.

Incremental Royalties. In addition to the Base Royalties, Licensee will pay to Akebia, with respect to sales of the Licensed Product in the Territory during the Royalty Term for the applicable country, an amount equal to (such payments collectively, “Incremental Royalties”, and together with the Base Royalties, “Royalties”): (a) [**]% of Net Sales for the portion of aggregate Net Sales of the Licensed Product in the Territory in any Calendar Year less than or equal to €[**]; provided that for the first [**] following the First Commercial Sale in the Territory the Royalty due on Net Sales for the portion of aggregate Net Sales of the Licensed Product in the Territory in any Calendar Year less than or equal to €[**] will be [**]%; plus (b) [**]% of Net Sales for the portion of aggregate Net Sales of the Licensed Product in the Territory in any Calendar Year greater than €[**] and less than or equal to €[**]; plus (c) [**]% of Net Sales for the portion of aggregate Net Sales of the Licensed Product in the Territory in any Calendar Year greater than €[**] and less than or equal to €[**]; plus (d) [**]% of Net Sales for the portion of aggregate Net Sales of the Licensed Product in the Territory in any Calendar Year greater than €[**] and less than or equal to €[**]; plus (e) [**]% of Net Sales for the portion of aggregate Net Sales of the Licensed Product in the Territory in any Calendar Year greater than €[**].

Incremental Royalties. The Distributor shall pay to Biomatrix the following annual royalties (the "Incremental Royalties") on the Distributor's and its Affiliates' and Subdistributors' total incremental increases in Net Retail Sales of all Dermal Tissue Augmentation Products (including the Agreement Product and any Improved Agreement Product(s)), in each country in the Territory based on the incremental increases, if any, in Net Retail Sales of all Dermal Tissue Augmentation Products in such country in each Agreement Year over a base year amount comprised of Net Retail Sales of Dermal Tissue Augmentation Products in the twelve (12) months immediately preceding the first commercial sale of either the Agreement Product or any Improved Agreement Product(s) in such country: Increase in Total Sales Over Base Royalty on Total Year Amount Incremental Sales ----------- ----------------- [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. The Distributor's obligation to pay the Incremental Royalties shall cease with respect to a country in the Territory in the event that the Distributor's rights to sell, distribute, market and promote the Agreement Product and any Improved Agreement Product have become non-exclusive with respect to such country pursuant to Section 2.3 or have terminated pursuant to Section 3.2(d). The Incremental Royalty shall be paid by not later than [ *** ] after the end of each Agreement Year. For the avoidance of doubt, if the Distributor had no sales of any Dermal Tissue Augmentation Products in a country prior to the first commercial sale of either the Agreement Product or any Improved Agreement Product in such country, the Distributor shall be obligated to pay a [ *** ] royalty on Net Retail Sales of all Dermal Tissue Augmentation products sold after such first commercial sale.

Incremental Royalties. The royalty rates set forth in Section 6.3.1 are incremental rates, which apply only for the respective increment of annual Net Sales described in the annual Net Sales column. Thus, once a total annual Net Sales figure is achieved for a Calendar Year, the royalties owed on any lower tier portion of annual Net Sales are not adjusted up to the higher tier rate for such Calendar Year. Furthermore, the obligation to pay royalties pursuant to Section 6.3 is imposed only once with respect to the same unit of a Licensed Product, regardless of how many GlobeImmune Licensed Patents or other Licensed Intellectual Property may cover or claim the Licensed Product or whether such Licensed Product, its manufacture, use, offer for sale, sale, or importation is covered or claimed by more than one GlobeImmune Licensed Patent.

Incremental Royalties. The Parties will negotiate at the earliest opportunity an agreement governing the solicitation of advertising and allocation and distribution of advertising revenue, which will provide CALYPSO to receive 7% of the gross revenue or a reasonable percentage to be negotiated at a later time.