Common use of Product-Related Results Clause in Contracts

Product-Related Results. 5.2.1. GenSight’s Use and Exploitation of Product-Related Results. GenSight shall be free to exploit the Product-Related Results for any purpose at its own discretion, subject to the payment to Genethon of milestone payments and royalties. Such milestone payments and royalties shall be negotiated in good faith by the Parties in the Project Addendum or at the latest by such later date as the Parties may define in the Project Addendum, in accordance with the principles set forth hereinafter. 5.2.1.1. Reflecting the contribution that Genethon and the AFM have made to the LHON Product, the Royalty rate for the LHON Product shall be [**] percent ([**] %) of the Net Sales and additionally a Sublicense Royalty of [**] percent ([**] %) of Sublicensee Revenues shall be paid by GenSight to Genethon; 5.2.1.2. For all other Products, the royalty rate shall be comprised between [**] percent ([**] %) and [**] percent ([**] %) of the Net Sales and additionally a Sublicensee Royalty of between [**] percent ([**] %) and [**] percent ([**]%) of Sublicensee Revenues shall be paid by GenSight to Genethon, such rates to be adjusted for each Project Addendum, depending on whether third party licenses are required for the Product and reflecting the contribution Genethon has made to the Product. For each Project Addendum, Genethon’s contribution will be evaluated according to: a) The amount of resources and funds provided by Genethon, along with its parent organization the AFM, prior to establishment of the Project Addendum; and b) The amount of cost, time and effort for Genethon to do any needed process development work for the specific process to manufacture the specific product under the Project Addendum, and c) The amount of [**] batches of Product, whether GMP or not, to be used for regulatory preclinical toxicology studies; and d) [**]; and e) The anticipated cost, time and effort for Genethon’s regulatory affairs activities related to Product manufacture, including the elements of clinical trial and marketing authorization submissions that relate to the manufacture of the Product; and f) The anticipated cost, time and effort for Genethon to perform any other activities the Parties agree that Genethon will perform under the Project Addendum. 5.2.1.3. Milestone payments under each Project Addendum shall only be implemented as of the first commercialization of the Product by GenSight, its Affiliates and/or Sublicensees, except as otherwise agreed in a specific Project Addendum.