Patent Royalties. As further partial consideration for the acquisition of license rights under the Theravance Patents by Clinigen under this Agreement, where there is a Valid Claim of a Theravance Patent or a Joint Patent covering a Theravance Compound and/or the Licensed Product and/or its use or process of manufacture in a Country of the Territory at the time Net Sales in such Country occur, Clinigen shall pay Theravance, within thirty (30) days after the end of each Calendar Quarter during the Calendar Years 2013 and 2014, royalty payments as follows:
1) On total Annual Net Sales in the Territory up to and including [***]: 20%
2) On total Annual Net Sales in the Territory between [***]
3) On total Annual Net Sales in the Territory greater than [***]: 30%
Patent Royalties. Subject to the provisions of Section 5.4.1(b), Merck shall pay Company royalties in an amount equal to the following percentage of Net Sales of Products by Merck or its Related Parties where the sale of Product would infringe a Valid Patent Claim in the country of sale:
(1) [***] of Net Sales in the Territory in each Calendar Year up to and including [***];
(2) [***] of Net Sales in the Territory in each Calendar Year for the portion of Net Sales exceeding [***] up to and including [***]; and
(3) [***] of Net Sales in the Territory in each Calendar Year for the portion of Net Sales exceeding [***].
Patent Royalties. Subject to the other provisions of this Section 5.6, on a Product-by-Product basis, Merck shall pay Ablynx royalties in an amount equal to the following percentage of Net Sales of a given Product sold by Merck or its Related Parties in a given Calendar Year in countries in the Territory, provided that such sale of such Product would infringe a Valid Patent Claim in the country of sale, but for the license grant under this Agreement:
(a) […***…] percent ([…***…]%) of such Net Sales of such Product in the Territory in a given Calendar Year for the portion of Net Sales up to and including Net Sales of […***…] Dollars ($[…***…]);
(b) […***…] percent ([…***…]%) of such Net Sales of such Product in the Territory in a given Calendar Year for the portion of such Net Sales exceeding […***…] Dollars ($[…***…]) up to and including […***…] Dollars ($[…***…]);
(c) […***…] percent ([…***…]%) of such Net Sales of such Product in the Territory in a given Calendar Year for the portion of such Net Sales exceeding […***…] Dollars ($[…***…]) up to and including […***…] Dollars ($[…***…]); and
(d) […***…] percent ([…***…]%) of such Net Sales of such Product in the Territory in a given Calendar Year for the portion of such Net Sales exceeding […***…] Dollars ($[…***…]). […***…].
Patent Royalties. ZMC shall pay Ambrx royalties in an amount equal to the following percentage of Net Sales of Licensed Products sold by ZMC or its Affiliates:
6.2.1 [***] of such Net Sales in the Territory in each Calendar Year up to and including Net Sales of [***];
6.2.2 [***] of such Net Sales in the Territory in each Calendar Year for the portion of such Net Sales exceeding of [***] up to and including of [***]; and
6.2.3 [***] of such Net Sales in the Territory in each Calendar Year for the portion of such Net Sales exceeding [***].
Patent Royalties. Subject to the provisions of this Agreement, including Section 5.13.3, Merck shall pay Vertex royalties in an amount equal to the following percentages of Net Sales of Products by Merck or its Related Parties, provided that the sale of Product would infringe a Valid Patent Claim in the country of sale: • For Calendar Year Net Sales in the Territory between [***]: : [***] • For those incremental Calendar Year Net Sales in the Territory [***]: [***] • For those incremental Calendar Year Net Sales in the Territory greater than [***]: [***] Royalties on each Product at the Patent royalty rates set forth above shall continue on a country-by-country basis until the later of (a) [***] from the date of First Commercial Sale of such Product in such country, or (b) the expiration of the last-to-expire Valid Patent Claim in effect in such country that would be infringed by the sale of such Product. This Section 5.13.2 shall apply to sales of Products in any country where such sale would infringe a Valid Patent Claim at any time, even if such Valid Patent Claim subsequently expires before the [***] of the date of First Commercial Sale of such Product in such country.
Patent Royalties. In accordance with Section 5.4, PFIZER shall pay to XXXXX royalties on Net Sales of each Research Product as follows: (x) from the period beginning on the Effective Date and ending on the last day of Pfizer Year [*******] the Net Sales of[***********************] shall be [******************] for the purpose of determining whether Net Sales of [**********************************************] in the has been achieved in the Territory in any Pfizer Year, and PFIZER shall pay to XXXXX royalties [******************] at the Base Royalty Rate, [****************************] and (y) thereafter, the [**********] of [***********************] shall be calculated without [********************************************* ********************] for the purpose of determining whether Net Sales of [**************] has been achieved in the Territory in any Pfizer Year, and PFIZER shall pay to XXXXX royalties on [************] as follows: with respect to [************************]: (i) a royalty of [****************] of the aggregate Net Sales of all such Research Products for the portion of such Net Sales in the Territory in a Pfizer Year below or equal to [**************************************] and (ii) a royalty of [******************] of the aggregate Net Sales of all such Research Products for the portion of such Net Sales in the Territory in a Pfizer Year in excess of [**************************************] (the royalty rates in clauses (x) and (y) being referred to as the “Research Product Base Patent Royalty Rates”.
Patent Royalties. Patent Royalties shall begin to accrue in accordance with the charts set forth below, on a Jurisdiction-by-Jurisdiction basis, on Net Sales within the Territory during the period commencing on the date of the First Commercial Sale of the Product in such Jurisdiction and shall be payable until, the later of the expiration of (i) all Patents containing one or more Valid Claims that would be infringed by the development, manufacture, sale, offer for sale, use, importation or exportation of the Product, or (ii) Marketing Exclusivity Rights in such Jurisdiction (such period the “Patent Royalty Term”). Notwithstanding the foregoing however, if, during a given calendar quarter during the Patent Royalty Term, there is a Generic Product commercially sold by a Third Party in a Jurisdiction, then so long as such Generic Product is being sold by such Third Party, the Royalties due with respect to Net Sales in such Jurisdiction for such quarter during the Patent Royalty Term shall be reduced by [**] percent ([**]%) of the rates set forth in the charts below in this Section 6.2(a). Up to $[**] annual sales: [**] % >$[**] annual sales: [**] % >$[**] annual sales: [**] % >$[**] annual sales: [**] % >$[**] annual sales: [**] % Up to $[**] annual sales: [**] % >$[**] annual sales: [**] % >$[**] annual sales: [**] % >$[**] annual sales: [**] % The Royalty rates set forth above shall apply only to that portion of Net Sales within the applicable tier of Net Sales. The periods by which annual Net Sales are measured for purposes of this Section 6.2 shall be a calendar year (each, an “Annual Net Sales Period”) except that the first Annual Net Sales Period shall begin on the first day of the calendar quarter preceding the First Commercial Sale and continue to the end of the calendar quarter ending on December 31st of that calendar year. For purposes of illustration, see Example 1 in Schedule 6.2.
Patent Royalties. Pfizer shall pay Arvinas royalties in an amount equal to the following percentage of Net Sales of the relevant Product by Pfizer or its Related Parties in the applicable Pfizer Year of the applicable Royalty Period, provided that the sale of such Product is Covered by a Valid Patent Claim in the country of sale:
(i) [**] percent ([**]%) of Net Sales in the Territory in each Pfizer Year up to and including [**] Dollars (US$[**]);
(ii) [**] percent ([**]%) of Net Sales in the Territory in each Pfizer Year for the portion of Net Sales exceeding [**] Dollars (US$[**]) up to and including [**] Dollars (US$[**]); and
(iii) [**] percent ([**]%) of Net Sales in the Territory in each Pfizer Year for the portion of Net Sales exceeding [**] Dollars (US$[**]).
Patent Royalties. Agensys shall pay Ambrx royalties in an amount equal to the following percentage of Net Sales of Royalty Products sold by the Related Parties in countries within the Territory where the manufacture, use, or sale of a Royalty Product by Agensys or its Related Party would infringe a Valid Patent Claim:
(a) [***] of such Net Sales in the Territory in each Calendar Year up to and including Net Sales of [***];
(b) [***] of such Net Sales in the Territory in each Calendar Year for the portion of such Net Sales exceeding [***] up to and including [***]; and
(c) [***] of such Net Sales in the Territory in each Calendar Year for the portion of such Net Sales exceeding [***]. The foregoing royalty tiers shall be determined on a Target-by-Target basis. As a result, for purposes of determining the foregoing royalty tiers under this Section 5.4.2, Net Sales of all Royalty Products for a given Target shall be aggregated, subject to Section 5.4.6. If a given Product could be used for more than one Target, then Net Sales of such Product shall only be used to determine royalties for one (1) Target as determined by Agensys. For clarity, (x) only Net Sales of those Royalty Products for a given Target for which a royalty is payable in a given country in a given Calendar Year under this Section 5.4.2 or Section 5.4.3, as applicable shall be included in determining such tiers and (y) Net Sales of Royalty Products for a given Target will not be combined with Net Sales of ***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. Royalty Products for any other Target for purposes of determining the foregoing royalty tiers.
Patent Royalties. HISUN shall pay AMBRX royalties in an amount equal to the following percentage of Net Sales of Licensed Products sold by HISUN or its Affiliates:
6.2.1 [***] of such Net Sales in the Territory in each Calendar Year up to and including Net Sales of [***];
6.2.2 [***] of such Net Sales in the Territory in each Calendar Year for the portion of such Net Sales exceeding [***] and up to and including [***]; and
6.2.3 [***] of such Net Sales in the Territory in each Calendar Year for the portion of such Net Sales exceeding [***].
