Common use of Royalties for Transactions Not at Arm’s Length Clause in Contracts

Royalties for Transactions Not at Arm’s Length. In order to assure to Licensor the full royalty payments contemplated by this Agreement, Licensee agrees that in the event any Licensed Products shall be sold (1) to a Licensee Affiliate, or (2) to a corporation, firm, or association with which, or individual with whom, Licensee or its stockholders or affiliates shall have any agreement, understanding or arrangement (such as, among other things, an option to purchase stock, or an arrangement involving a division of profits or special rebates or allowances) without which agreement, understanding or arrangement, prices paid by such corporation, firm, association or individual for the Licensed Products would be higher than the Net Sales Price reported by Licensee, or if such agreement, understanding or arrangement results in extending to such corporation, firm, association or individual lower prices for Licensed Products other than those charged to outside concerns buying similar products in similar amounts and under similar conditions, then, and in any such events, the royalties to be paid hereunder in respect of such Licensed Products shall be computed based on an assumed or deemed Net Sales Price to be determined in a manner mutually agreed upon by Licensor and Licensee.

Royalties for Transactions Not at Arm’s Length. In order to assure to Licensor the full royalty payments contemplated by this Agreement, Licensee SUBLICENSEE agrees that in the event any Licensed Products shall be sold (1A) to a Licensee SUBLICENSEE Affiliate, or (2B) to a corporation, firm, or association with which, or individual with whom, Licensee whom SUBLICENSEE or its stockholders or affiliates shall have any agreement, understanding understanding, or arrangement (such as, among other things, an option to purchase stock, or an arrangement involving a division of profits or special rebates or allowances) without which agreement, understanding understanding, or arrangement, prices paid by such a corporation, firm, association or individual for the Licensed Products would be higher than the Net Sales Price reported by LicenseeSUBLICENSEE, or if such agreement, understanding understanding, or arrangement results in extending to such corporation, firm, association association, or individual lower prices for Licensed Products other than those charged to outside concerns buying similar products in similar amounts and under similar conditions, then, and in any such events, the royalties to be paid hereunder in respect of such Licensed Products shall be computed based on an assumed or deemed Net Sales Price equal to be determined in a manner mutually agreed upon by Licensor and Licenseethose charged to such outside concerns.

Royalties for Transactions Not at Arm’s Length. In order to assure to Licensor the full royalty payments contemplated by this Agreement, Licensee Eutectix agrees that in the event any Licensed Products shall be sold (1) to a Licensee Affiliateany Affiliate (as defined herein), or (2) to a corporation, firm, or association with which, or individual with whom, Licensee whom Eutectix or its stockholders or affiliates Affiliates shall have any agreement, understanding understanding, or arrangement (such as, among other things, an option to purchase stock, or an arrangement involving a division of profits or special rebates or allowances) without which agreement, understanding understanding, or arrangement, prices paid by such a corporation, firm, association or individual for the Licensed Products would be higher than the Net Sales Price reported by LicenseeEutectix, or if such agreement, understanding understanding, or arrangement results in extending to such corporation, firm, association association, or individual lower prices for Licensed Products other than those charged to outside concerns buying similar products in similar amounts and under similar conditions, then, and in any such events, the royalties to be paid hereunder in respect of such Licensed Products shall be computed based on an assumed or deemed Net Sales Price equal to be determined in a manner mutually agreed upon by Licensor and Licenseethose charged to such outside concerns.

Royalties for Transactions Not at Arm’s Length. In order to assure to Licensor the full royalty payments contemplated by this Agreement, Licensee agrees that in the event any Licensed Products shall be sold (1) to a Licensee Affiliate, or (2) to a corporation, firm, or association with which, or individual with whom, Licensee or its stockholders or affiliates shall have any agreement, understanding or arrangement (such as, among other things, an option to purchase stock, or an arrangement involving a division of profits or special rebates or allowances) without which agreement, understanding or arrangement, prices paid by such corporation, firm, association or individual for the Licensed Products would be higher than the Net Sales Ex Works Price reported by Licensee, or if such agreement, understanding or arrangement results in extending to such corporation, firm, association or individual lower prices for Licensed Products other than those charged to outside concerns buying similar products in similar amounts and under similar conditions, then, and in any such events, the royalties to be paid hereunder in respect of such Licensed Products shall be computed based on an assumed or deemed Net Sales Ex Works Price to be determined in a manner mutually agreed upon by Licensor and Licensee.