Other Royalty Provisions. (i) Notwithstanding anything herein to the contrary, if a Licensed Product is not covered at the time of Sale in the country of Sale of expected use by a Valid Claim of the Penn Patent Rights that is licensed to Company under the License, such Sale of Licensed Product will not be treated as a “Sale” hereunder, will not give rise to any Net Sales, and no royalty or other amount will be payable under Section 3.3 or 3.5 with respect to such Sale.
(ii) Notwithstanding anything herein to the contrary, if a Licensed Product on which royalties are owed Penn under Section 3.3 or 3.5(i) is covered at the time of Sale in the country of Sale of expected use only by Valid Claim(s) of the Penn Patent Rights jointly owned by Company and Penn and no other Valid Claims of the Penn Patent Rights solely owned by Penn, then the royalty rate set forth in Section 3.3(ii) shall be reduced by [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) for such Sales in such country.
(iii) In the event that a Licensed Product includes a component(s) or its use covered at the time of Sale in the country of Sale by a Valid Claim of the Penn Patent Rights that is licensed to Company under the License (each, a “Patented Component”) and a component(s) which is active alone or in a combination and is not so covered, then Net Sales of such Licensed Product shall be calculated as follows: Net Sales for such Licensed Product for Section 3.3 and the proviso in Section 3.5(i) shall be calculated by multiplying actual Net Sales of such Licensed Product by the fraction A/B, where A is the [CONFIDENTIAL TREATMENT REQUESTED] /*/ price of the [CONFIDENTIAL TREATMENT REQUESTED] /*/ in such [CONFIDENTIAL TREATMENT REQUESTED] /*/ if [CONFIDENTIAL TREATMENT REQUESTED] /*/ in [CONFIDENTIAL TREATMENT REQUESTED] /*/, and B is [CONFIDENTIAL TREATMENT REQUESTED] /*/ of such [CONFIDENTIAL TREATMENT REQUESTED] /*/. If such Licensed Product is not sold separately in finished form in a given country, the parties shall determine Net Sales for such Licensed Product by mutual agreement based on the relative contribution of such Patented Component(s) and each such other active component(s) in such Licensed Product (including whether there are any reasonable substitutes available for such Patented Component(s) or such other active ingredient(s)), and shall take into account in good faith any applicable allocations and calculations that may have been made for the same period in other c...
Other Royalty Provisions. Royalties shall become due and payable within [**] days after each Contract Quarter during the applicable Royalty Term and shall be calculated with respect to Net Sales in the immediately preceding Contract Quarter. Along with its royalty payment hereunder, each Payor and its Related Parties shall provide Payee with a royalty report (in a form that may be reasonably prescribed by the Payee from time to time) containing the calculation of such royalty. No royalties shall be due upon the sale or other transfer among a Payor and its Related Parties, but in such cases the royalty shall be due and calculated upon such Payor’s or its Related Parties’ Net Sales to the first independent Third Party. No royalties shall accrue on the sale or other disposition of the Licensed Product by a Payor or its Related Parties for use in a clinical study sponsored or funded by a Payor or its Related Parties or on the disposition of a Licensed Product in reasonable quantities by a Payor or its Related Parties as samples (promotion or otherwise) or as donations (for example, to non-profit institutions or government agencies for a non-commercial purpose). Other than as set out in this subsection, any other transaction, disposition, or other dealing involving the sale or other transfer of Licensed Products that is not made at fair market value is deemed to have been made at fair market value, and the fair market value of such sale or transfer will be added to and deemed part of the Net Sales and will be included in the calculation of royalties under this Agreement.
Other Royalty Provisions. Only one royalty will be due with respect to the same unit of Licensed Product, even if such Licensed Product unit is comprised of more than one Licensed Antibody or any modified or derivative forms thereof.
Other Royalty Provisions. All royalties are subject to the following conditions:
(a) only one royalty will be due with respect to the same unit of a Product. No multiple royalty will be payable based on being covered by more than one Valid Claim;
(b) no royalties will be due upon the sale or other transfer among Provention or its Related Parties; and
(c) no royalties will be due on the disposition of a Product by Provention or its Related Parties in reasonable quantities provided as samples (promotional or otherwise) or as donations (for example, to non-profit institutions or government agencies for a non-commercial purpose).
Other Royalty Provisions. Only one royalty will be due with respect to the same unit of Licensed Product. No royalties will be due upon the sale or other transfer among Licensee and its Related Parties, but in such cases the royalty will be due and calculated upon Licensee’s or its Related Parties’ Net Sales to the first independent Third Party. No royalties will accrue on the sale or other disposition of Licensed Products by Licensee or its Related Parties for use in a clinical study sponsored or funded by Licensee or on the disposition of a Licensed Product in reasonable quantities by Licensee or its Related Parties as promotional samples. Any amounts awarded or received by Licensee for lost sales (including, without limitation, lost profits or reasonable royalties) (but not any other amounts awarded) as the result of an action or settlement pursuant to Section 5.2 or 5.3 shall be deemed Net Sales of Licensee.
Other Royalty Provisions. All royalties are subject to the following conditions: [*****] [*****] [*****]
Other Royalty Provisions. Only one royalty will be due with respect to the same unit of Licensed Product. No royalties will be due upon the sale or other transfer among Oncorus and its Related Parties, but in such cases the royalty will be due and calculated upon Oncorus’s or its Related Parties’ Net Sales to the first independent Third Party. The Parties acknowledge and agree that nothing in this Agreement (including any exhibits or attachments hereto) will be construed as representing an estimate or projection of either (i) the number of Licensed Products that will or may be successfully developed or commercialized or (ii) anticipated sales or the actual value of any Licensed Product, and that the figures set forth in this Section 3.3 or elsewhere in this Agreement or that have otherwise been discussed by the Parties are merely intended to define, the Parties’ royalty payment obligations to each other in the event such sales performance is achieved.
Other Royalty Provisions. Only one royalty will be due with respect to the same unit of Licensed Product. No royalties will be due upon the sale or other transfer among Xxxxxx and its Related Parties, but in such cases the royalty will be due and calculated upon Xxxxxx’ or its Related Parties’ Net Sales to the first independent Third Party. No royalties will accrue on the sale or other disposition of the Licensed Product by Xxxxxx or its Related Parties for use in a clinical study sponsored or funded by Xxxxxx or on the disposition of a Licensed Product in reasonable quantities by Xxxxxx or its Related Parties as samples without monetary consideration (promotion or otherwise) or as donations (for example, to non- profit institutions or government agencies for a non-commercial purpose).
Other Royalty Provisions. Only one royalty will be due with respect to the same unit of Licensed Product. No royalties will be due upon the sale or other transfer among Cxxxxx and its Related Parties, but in such cases the royalty will be due and calculated upon Cxxxxx’ or its Related Parties’ Net Sales to the first independent Third Party. No royalties will accrue on the sale or other disposition of the Licensed Product by Cxxxxx or its Related Parties for use in a clinical study sponsored or funded by Cxxxxx or on the disposition of a Licensed Product in reasonable quantities by Cxxxxx or its Related Parties as samples without monetary consideration (promotion or otherwise) or as donations (for example, to non- profit institutions or government agencies for a non-commercial purpose).
Other Royalty Provisions. Only one royalty will be due with respect to the same unit of Product, even if such Product unit is comprised of more than one Licensed Antibody or any modified or derivative forms thereof. No royalties will accrue on the sale or other disposition of the Product by Arsanis or its Affiliates, licensees or sublicensees for use in a clinical study sponsored or funded by Arsanis or its Affiliates, licensees or sublicensees or on the disposition of a Product in reasonable quantities by Arsanis or its Affiliates, licensees or sublicensees as free samples (for promotion or otherwise) or as charitable donations (for example, to non-profit institutions or government agencies for no monetary consideration for a non-commercial purpose).
