Net Income Payments. ARCHEMIX shall receive from MERCK, in lieu of receiving any royalty payments with respect to the Commercialization of each Co-Developed Product in the Co-Development Territory, the ARCHEMIX Co-Development Sharing Percentage of all Annual Net Income derived from sales of that Co-Developed Product in the Co-Development Territory as described herein for as long as there are sales by MERCK, its Affiliates or Sublicensees of such Co-Developed Product in the Co-Development Territory (such payments, the “Net Income Payments”). Within [***] days following the end of each Calendar Quarter commencing on and after the date of First Commercial Sale of each Co-Developed Product, (a) ARCHEMIX shall submit to the JDC all expenses incurred by it that qualify as deductions from Net Sales with respect to such Co-Developed Product in the Co-Development Territory as set forth in Schedule 11 in the definition of Net Income and (b) MERCK shall submit to the JDC all expenses incurred by it that qualify as deductions from Net Sales (again as set forth in Schedule 11 in the definition of Net Income) with respect to, as well as the Net Sales and Cost of Goods of the Co-Developed Product applicable to, such Co-Developed Product. Within [***] days following the end of the Calendar Quarter, the JDC shall submit to the Parties a written report setting forth in reasonable detail (i) the calculation of Annual Net Income, determined in accordance with Schedule 11 attached hereto and (ii) the calculation of the amount of Annual Net Income payable to ARCHEMIX, or for which ARCHEMIX is responsible, as the case may be, in accordance with its ARCHEMIX Co-Development Sharing Percentage for that Co-Developed Product taking into account ARCHEMIX’s expenditures for the period. All Net Income Payments payable by MERCK or ARCHEMIX, as the case may be, to the other Party shall be paid within [***] days following issuance of such written report. For purposes of clarity, all references to the JDC above shall be deemed to refer to MERCK if the Parties do not establish the JDC.
Net Income Payments. Following the First Commercial Sale of a CoDev Product anywhere in the world, the Parties shall share equally the Net Income attributable to such CoDev Product on a worldwide basis, and make payments to each other in order to effectuate such equal sharing of Net Income on a quarterly basis (such payments, the “Net Income Payments”). The Party’s obligation to make Net Income Payments shall begin to accrue on the date of First Commercial Sale of such CoDev Product anywhere in the world, and shall continue for so long as there are sales of such CoDev Product.
Net Income Payments. ArQule shall pay Beryllium the Beryllium Profit-Sharing Percentage of the Net Income attributable to the Commercialization of each Product, including any Out-Licensed Product (such payments, the “Net Income Payments”) in accordance with Section 6.2. ArQule’s obligation to make Net Income Payments shall begin to accrue on the date of First Commercial Sale of the Product or the receipt of any payments by ArQule pursuant to any Out-Licensing Plan, whichever is earlier, and shall continue for so long as there are sales of such Product.
Net Income Payments. FWSI shall pay PWS ten percent (10%) of the “Net Income” (as defined below) achieved by FWSI during the term of this Agreement from the Guaranteed Project and from each of the other PWS Projects and Additional PWS Projects accepted by FWSI up to a maximum of three (3) projects (including the Guaranteed Project). Such payments will be made quarterly as projects begin operation. As used herein, “Net Income” shall mean gross PWS Project or Additional PWS Project, as applicable, operating income less PWS Project or Additional PWS Project, as applicable, direct operating expenses on PWS Projects or Additional PWS Projects, as applicable, as set forth on FWSI’s financial statements included with FWSI’s periodic reports filed with the Securities and Exchange Commission. PWS shall have the right to review and comment on the calculation of “Net Income” for the PWS Project(s) and Additional PWS Project(s), as applicable, with respect to reasonableness and completeness. PWS Project and Additional PWS Project operating expenses shall not include general FWSI overhead. After an aggregate of three (3) projects have been accepted by FWSI (including the Guaranteed Project), the amount of Net Income payments, if any, to be paid to PWS with respect to any PWS Project or Additional PWS Project thereafter accepted by FWSI shall be negotiated and agreed upon by the parties on a case by case basis.
Net Income Payments. Subject to Section 4.9, the Lead Out-Licensing Party or Sole ADC Party, as the case may be, will pay to the other Party such other Party’s Profit Share of the Net Income attributable to the Commercialization of each Licensed Product, including any Out-Licensed Product (such payments, the “Net Income Payments”) in accordance with Section 6.2. The obligation of the Lead Out-Licensing Party or Sole ADC Party to make Net Income Payments will begin to accrue on the date of First Commercial Sale of the Licensed Product or the receipt of any payments pursuant to any Out-Licensing Plan, whichever is earlier, and will continue for so long as there are sales of such Licensed Product or Out-Licensed Product, as applicable.
