Initial Term Royalty Rates Clause Samples

Initial Term Royalty Rates. In partial consideration of the License granted hereunder and subject to the terms and conditions stated herein, until the expiration of the Initial Royalty Term, Prometheus shall pay to Alizyme a royalty ("Royalty") on Net Sales by Prometheus, its Affiliates and Sublicensees at the royalty rate calculated in accordance with the following table, subject to reduction as set forth in Section 4.4 below: (a) [***] percent ([***]%) on the first [***] US dollars ($[***]) in annual Net Sales within the Prometheus Territory; (b) [***] percent ([***]%) on annual Net Sales greater than [***] US dollars ($[***]) up to and including [***] US dollars ($[***]) in annual Net Sales within the Prometheus Territory; (c) [***] percent ([***]%) on annual Net Sales greater than [***] US dollars ($[***]) up to and including [***] US dollars ($[***]) within the Prometheus Territory; and (d) [***] percent ([***]%) on annual Net Sales in excess of [***] US dollars ($[***]) within the Prometheus Territory. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The annual Net Sales set forth above shall be measured from the beginning of each calendar year, and the royalty rates set forth above shall re-set at the beginning of each calendar year. Royalties payable under this Section 4.3.1 will be payable only once with respect to a particular Product and will be paid only once regardless of the number of Patents, if any, with claims covering a Product. The Parties acknowledge and agree that license to the royalty rates set out above, taking into account the permitted adjustments available under Section 4.4 and the remainder of this Agreement as a whole, are fair, reasonable and justified bearing in mind the nature of the rights granted and the commercial opportunity provided to Prometheus hereunder. Such rights include each part of the Licensed Intellectual Property plus access to Alizyme Improvements under Section 3.6.1, all of which Prometheus deems valuable and necessary to the development and commercialization of the Product. The Parties acknowledge that the royalty arrangement is made for the mutual convenience of the Parties and that the Parties arrived at such an arrangement after carefully exploring alternative means and consultation with their respective counsel.