Net Sales Payments Sample Clauses

Net Sales Payments. Subject to the terms of Section 3.5 and Section 3.6 below, Buyer shall pay to Sellers up to twenty percent (20%) of the Net Sales of Product as set forth in Schedule 3.4 (each such payment, a “Net Sales Royalty Payment” and such payments, cumulatively, the “Net Sales Royalty”) until the Net Sales Royalty Payments cumulatively total One Hundred Million Dollars ($100,000,000), during the period commencing on the Closing Date and continuing thereafter (the “Net Sales Term”).

Net Sales Payments. During the Additional Payment Term and subject to Section 7.8, Buyer shall also make the following payments to Resistys in accordance with Section 4.4, as and only to the extent that they become due and payable hereunder (the “Net Sales Payments”): (a) 4.5% of annual Net Sales for annual Market Sales in that year between US$0 and US$100 million, and (b) 5.5% of annual Net Sales for annual Market Sales in that year above US$100 million.

Net Sales Payments. (a) Subject to the terms of this Agreement, including any deductions permitted pursuant to Paragraph 6.1 of this Schedule 5, the Buyer will pay to the Sellers tiered payments on aggregate, [***] in accordance with the procedure set out in Paragraph 4 (Payments and Reports): TABLE 3.1: Net Sales Rates Annual Net Sales Payment Rates

Net Sales Payments. As additional consideration for the Transactions, on a Kv7 Product-by-Kv7 Product and country-by-country basis, with respect to the Net Sales of a particular Kv7 Product in a country until the latest of: (a) [**] after the First Commercial Sale of such Kv7 Product in such country, (b) the expiration of the last to expire of a Valid Claim of a Transferred Patent (or any Related Patent thereof) or a Kv7 Discovery Platform Patent (or any -24- Related Patent thereof), in each case, that would be infringed by the manufacture, use, sale, importation or offer for sale in such country of such Kv7 Product and (c) [**] (the “Net Sales Term”), Buyer shall, subject to the terms of this Section 2.4, pay or cause to be paid to Seller in cash the amount based on the Net Sales of each Kv7 Product in such calendar quarter as follows (each such payment, a “Net Sales Payment” and together with the Regulatory Milestone Payments and the Sales Milestone Payments, the “Contingent Payments”): (i) with respect to [**], on a Kv7 Product-by-Kv7 Product basis, the sum of: (A) [**] of Net Sales of such Kv7 Product containing [**]; plus (B) [**] of Net Sales of such Kv7 Product containing [**] in excess of [**]; plus (C) [**] of Net Sales of such Kv7 Product containing [**] in excess of [**]; plus (D) [**] of Net Sales of such Kv7 Product containing [**] in excess of [**]; plus (E) [**] of Net Sales of such Kv7 Product containing [**] in excess of [**]; and (ii) with respect to each Other Kv7 Product, on an Other Kv7 Product-by-Other Kv7 Product basis, the sum of: (A) [**] of Net Sales of such Other Kv7 Product; plus (B) [**] of Net Sales of such Other Kv7 Product in excess of [**]; plus (C) [**] of Net Sales of such Other Kv7 Product in excess of [**]; plus (D) [**] of Net Sales of such Other Kv7 Product in excess of [**].

Net Sales Payments. Within [***] days after the end of each Calendar Quarter in which a Net Sales Payment pursuant to this Section 1.2(b) accrues, Parent shall notify the Securityholders’ Representative (each such notice, a “Net Sales Notice”), which Net Sales Notice shall include the applicable threshold of Annual Net Sales of Product in (A), (B) or (C) of the table below that was achieved in such Calendar Quarter and cumulatively for such Calendar Year through the date of such Net Sales Notice (collectively, the “Net Sales Thresholds”). Parent shall, within ten (10) Business Days following delivery of a Net Sales Notice, pay, or cause to be paid, the payment corresponding to the applicable Net Sales Threshold, calculated using the applicable percentage of Annual Net Sales of Product set forth in the table below (the “Applicable Percentage”) applicable to each Net Sales Threshold (each, a “Net Sales Payment,” and, collectively, the “Net Sales Payments”), subject to Sections 1.10(d) and 8.9, to the Participating Securityholders by depositing, or causing to be deposited, with (x) the Payment Agent, by wire transfer of immediately available funds to such bank account as may be designated by the Payment Agent, the portion of such Net Sales Payment payable to the Participating Securityholders (other than the holders of Employee Options) and (y) the payroll account of the Surviving Entity (or any Affiliate thereof or successor thereto) or, if applicable, of any third party payroll services provider engaged by the Surviving Entity (or any Affiliate thereof or successor thereto), by wire transfer of immediately available funds to such bank account as may be designated by the Surviving Entity, the portion of such Net Sales Payment payable to the holders of Employee Options, in each case, for further distribution to the applicable Participating Securityholders in accordance with the Contingent Payment Schedule and Sections 1.5, 1.6 and 1.9. Net Sales Payments in respect of Annual Net Sales of Product shall exclude Net Sales of each Product in any country for which the Payment Term for such Product in such country has expired and shall be calculated in accordance with the table and clauses (i), (ii), (iii), (iv), (v) and (vi) below. Parent shall have no obligation to pay any Net Sales Payment with respect to Net Sales of any Product in any country after the Payment Term for such Product in such country has expired.

Net Sales Payments. Purchaser will pay to Seller net sales payments (the “Net Sales Payments”) on a Royalty Product-by-Royalty Product basis during the applicable Net Sales Payment Term at the rates (“Net Sales Payment Rates”) set forth in Table 3 below for Products and at [**]% of the Net Sales Payment Rates set forth in Table 3 below for Reduced Payment Products. 1. Portion of annual worldwide Net Sales of a Product up to and including US$[**] in a Fiscal Year [**]% 2. Portion of annual worldwide Net Sales of a Product exceeding $[**] up to and including $[**] in a Fiscal Year [**]% 3. Portion of annual worldwide Net Sales of a Product exceeding $[**] in a Fiscal Year [**]%

Net Sales Payments. (c) of the Agreement is amended and restated in full as follows:

Net Sales Payments. During the Additional Payment Term and subject to Section 7.8, Buyer shall also make the following payments to Resistys in accordance with Section 4.4, as and only to the extent that they become due and payable hereunder (the “Net Sales Payments”): (a) [****], and (b) [****]. Example: [****] **** Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.

Net Sales Payments. As additional consideration for the Transactions, on a Kv7 Product-by-Kv7 Product and country-by-country basis, with respect to the Net Sales of a particular Kv7 Product in a country until the latest of: (a) [***] after the First Commercial Sale of such Kv7 Product in such country, (b) the expiration of the last to expire of a Valid Claim of a Transferred Patent (or any Related Patent thereof) or a Kv7 Discovery Platform Patent (or any Related Patent thereof), in each case, that would be infringed by the manufacture, use, sale, importation or offer for sale in such country of such Kv7 Product and (c) [***] (the “Net Sales Term”), Buyer shall, subject to the terms of this Section 2.4, on a quarterly basis, pay or cause to be paid to Seller in cash an amount equal to [***] of the Net Sales of all Kv7 Products during such quarter (each such payment, a “Net Sales Payment” and together with the Regulatory Milestone Payments, the “Contingent Payments”).”

Net Sales Payments. (i) Subject to Sections 1.13(c)(ii) and 1.13(c)(iii) below, Parent shall pay, or cause to be paid, to the Participating Securityholders payments on the sum of (A) aggregate Net Sales of ONC-201 Products by the Selling Parties in the OXX-000 Xxxxxxxxx and (B) aggregate Net Sales of ONC-206 Products by the Selling Parties in the ONC-206 Territory, in each case ((A) and (B)), in each Calendar Year (such sum, “Aggregate Annual Combined Net Sales”), at the applicable incremental rates set forth below (such payments, the “Net Sales Payments” and together with the Milestone Payments and the Voucher Payments, the “Contingent Payments”). (1) 15% of that portion of Aggregate Annual Combined Net Sales of Net Sales Products in each Calendar Year that is less than or equal to $750,000,000; and (2) 20% of that portion of Aggregate Annual Combined Net Sales of Net Sales Products in each Calendar Year that is greater than $750,000,000. (ii) Parent shall have no obligation to pay any Net Sales Payment under Section 1.13(c)(i) with respect to Net Sales of any Net Sales Product in any country in the Territory after the Payment Term for such Net Sales Product in such country has expired. (iii) In the event that Parent or any other Selling Party (A) in its good faith judgment reasonably believes that it is necessary to obtain a license from any Third Party (excluding any Selling Party) under any issued Patent in order to manufacture, use, sale, offer for sale or import a Net Sales Product in a country of the applicable Territory and (B) enters into an agreement with such Third Party in order to obtain one or more licenses under such issued Patents to manufacture, use, sale, offer for sale or import such Net Sales Product in such country (each, a “Third-Party License”), [***]% of the royalties actually paid by Parent or such Selling Party to such Third Party under such Third-Party License with respect to sales of such Net Sales Product in such country for a Calendar Quarter will be creditable against the Net Sales Payments payable by Parent with respect to Net Sales of such Net Sales Product in such country for such Calendar Quarter pursuant to Section 1.13(c)(i); provided, however, that in no event will the Net Sales Payments payable by Parent to the Participating Securityholders hereunder with respect to Net Sales of such Net Sales Product in the applicable Territory for such Calendar Quarter be reduced by more than [***]% of the amounts otherwise payable for such Calendar Qu...