Royalties for Non-Light Based Products Clause Samples

Royalties for Non-Light Based Products. In the event, and only to the extent, that the Manufacture, sale, offer for sale, use or import of a Non-Light Based Product outside the Field by or on behalf of ▇▇▇▇▇▇▇▇ or any of its sublicensees pursuant to the license granted to ▇▇▇▇▇▇▇▇ in Section 4.1(a)(iii) would (in the absence of such license) infringe a Valid Claim of an MGH Patent or an MGH Joint Patent, ▇▇▇▇▇▇▇▇ shall pay to Palomar on account of sales or distributions of each such Non-Light Based Product, on a Non-Light Based Product,-by-Non-Light Based Product basis, royalties in the amount of one percent (1%) of Net Sales of such product; provided, however, that ▇▇▇▇▇▇▇▇’▇ obligation pursuant to this Section 6.2(d) shall apply only if and to the extent that Palomar has a corresponding payment obligation to MGH under an MGH Agreement. ▇▇▇▇▇▇▇▇’▇ obligation to pay to Palomar royalties pursuant to this Section 6.2(d) shall commence on the date of First Commercial Sale of the Non-Light Based Product and terminate on a country-by-country basis on the date of the last to expire of any Valid Claim of a MGH Patent or MGH Joint Patent covering such product. Except as otherwise expressly provided in ARTICLE VIII, all royalty payments under this Section 6.2(d) shall be non-creditable and non-refundable and there shall be no right of set-off with respect thereto, except in the event that an audit confirms that ▇▇▇▇▇▇▇▇ had overpaid Palomar as provided in Section 6.8, whereupon any over-payment shall be addressed as provided in that Section.