Royalties for Terminated Products Sample Clauses

Royalties for Terminated Products. If Centrexion elects to have Lilly transfer the terminated Compound(s) or Product(s) back to Centrexion pursuant to Section 12.4.1, in recognition of the value Lilly may have added to the innovation of the terminated Compound(s) and Product(s) under this Agreement, Centrexion shall pay Lilly a royalty on the terminated Compounds and Products at the royalty rates set forth below (which vary based on when the relevant Compound or Product became a terminated Compound or Product), subject to Section 5.3, and Article 6 of this Agreement applied mutatis mutandis (subject only to replacing references to “Lilly” with references to “Centrexion” and vice versa, and other analogous changes (e.g., to appropriately reference relevant Compounds or Products), and except that Section 5.3.3 shall not apply); provided, however, that Centrexion may, by written notice to Lilly, rescind the transfer and be relieved of its obligation to pay royalties pursuant to this Section 12.4.2 if Lilly materially breaches its obligations pursuant to Section 12.4.1 and fails to cure such material breach within a reasonable time following written notice from Centrexion of such breach, and provided further that Centrexion’s ability to rescind the transfer shall expire irrevocably upon the occurrence of: (a) the Compound or Product proceeding to the next phase of Clinical Trials or achievement of Regulatory Approval, if the Compound or Product is in Clinical Trials as of the date Centrexion elects pursuant to Section 12.4.1 to have Lilly return the Compound or Product; or (b) a First Commercial Sale of a Product, if Regulatory Approval has occurred as of the date Centrexion elects pursuant to Section 12.4.1 to have Lilly return the Compound or Product. If Centrexion elects to rescind the transfer under Section 12.4.1: (i) the license granted by Lilly to Centrexion under Section 12.4.1(b) and Lilly’s obligation to consider and discuss additional assistance under Section 12.4.1(g) shall immediately terminate; and (ii) Centrexion shall promptly return, assign and otherwise transfer (as applicable) such Compound or Product rights as described in Sections 12.4.1(a) and 12.4.1(d) back to Lilly, in the same manner as described in such Sections, subject to Section 12.4.1 applied mutatis mutandis (subject only to replacing references to “Lilly” with references to “Centrexion” and vice versa, and other analogous changes (e.g. to appropriately reference relevant Compounds or Products)). Development stage...
Sample 1
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Royalties for Terminated Products. If Alnylam elects to have Dicerna transfer ALN-AAT02 and any Backups thereof back to Alnylam pursuant to Section 13.4.1, in recognition of the value Dicerna may have added to the innovation of ALN-AAT02 and any Backups thereof under this Agreement, Alnylam shall pay Dicerna a royalty on ALN-AAT02 and any Backups thereof at the royalty rates set forth below (which vary based on when the Agreement was terminated), subject to Section 6.3.3 through 6.3.6 of this Agreement (applied mutatis mutandis): Development Stage of Product at Time of Termination Royalty Rate to Dicerna [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] ||
Sample 1

Related to Royalties for Terminated Products

  • Royalties on Net Sales Novo will pay to Neose royalties as a percentage of annual Net Sales of each New Product during the Term at the applicable rates set forth in this Section 4.1 and in accordance with this Section 4:

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Net Sales The term “

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Development Milestone Payments In partial consideration for the rights and licenses granted to Coya hereunder, within ten days after the first achievement of each milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (each, a “Development Milestone Event”) by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (each, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each Development Milestone Payment shall be payable only upon the first achievement of the corresponding Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product and Column (d) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by Coya.

  • Earned Royalties Subject to of Article 7 hereof, Licensee shall pay to Licensor for the rights granted hereunder a sum equal to one and [*****] of the Net Invoice Value of Trademarked Products Sold by Licensee (the "Royalties"). The Royalties shall be remitted in accordance with Section 7.4 of this Agreement. 6.2

  • Commercial Milestone Payments Green Cross shall pay to MacroGenics the Net Sales milestone payments set forth below, which shall be due and payable within *** after the end of the first Calendar Year during which such milestone is triggered.

  • Milestone Payments In addition to the payments set forth in Sections 4.1 through 4.3 above, Company shall pay Hospital milestone payments as follows:

  • Additional Products Throughout the Term, Rockwell shall provide to DaVita and the DaVita Facilities the right to purchase and/or lease all current or new products manufactured, utilized, licensed, sold or distributed by Rockwell or any of its Affiliates (including products and product lines acquired by Rockwell or any of its Affiliates as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”). Rockwell agrees to include DaVita in all of its and its Affiliates distributions of customer announcements regarding Rockwell’s or its Affiliates’ Additional Products. The purchase price for any such Additional Products shall be negotiated by the parties hereto in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreement. Rockwell covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVita’s Vice-President of Clinical Operations, Chief Medical Officer, or Vice-President of Purchasing, and not to any DaVita Facility directly; provided that the purchase of any Additional Product by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell or any of its Affiliates acquires any Additional Product(s) as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates with a Person with which DaVita or a DaVita Facility, as applicable, already has a purchase or rebate arrangement whether written or oral (a “Prior Agreement”), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions of such Prior Agreement or if DaVita requests, such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by the parties hereto as provided in this Section 8.1.

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