Common use of Royalties on Net Sales Clause in Contracts

Royalties on Net Sales. 6.5.1. Licensee shall pay Harvard royalties on Net Sales as follows: (a) An amount equal to [**]% of all Net Sales of [**] Products; and (b) An amount equal to [**]% of all Net Sales of [**] Products; and (c) An amount equal to [**]% of all Net Sales of Combination Products (with Net Sales as determined in Section 1.25) in which the Covered Peptide would be considered a [**] product if sold with no Independent Active Ingredient; and (d) An amount equal to [**]% of all Net Sales of Combination Products (with Net Sales as determined in Section 1.25) in which the Covered Peptide would be considered a [**] product if sold with no Independent Active Ingredient. 6.5.2. Notwithstanding the foregoing, in the event that Licensee or an Affiliate of Licensee is required to make royalty payments, at fair market terms after arms’ length negotiations, under a Third Party License as a result of the sale of a Licensed Product in a certain country, Licensee may offset an amount equal to [**]% of such third-party payments with respect to such sale of such Licensed Product against the royalty payments that are due to Licensors pursuant to Section 6.5.1 with respect to sales of such Licensed Product in such country; provided that in no event, shall the royalty payments to Licensors under Section 6.5.1 with respect to such Licensed Product be reduced by more than [**]% of the amount otherwise due with respect to such Licensed Product. 6.5.3. With respect to each Licensed Product, royalties will be payable on a country-by-country basis, so long as the making, using or selling of the Licensed Product falls within the scope of a Valid Claim in the country in which such Licensed Product is made, used or sold. 6.5.4. If the use, manufacture, sale or importation of any Licensed Product is covered by more than one Valid Claim of the Licensed Patent Rights, multiple royalties shall not be due. Accordingly, no more than one royalty shall be due with respect to any unit of Licensed Product. Further no royalty shall be due with respect to reasonable quantities of units of Licensed Product used solely for clinical trials, other internal research or development purposes or as samples or promotional goods.

Royalties on Net Sales. 6.5.1. Licensee shall During the Term, Tempo will pay Harvard royalties Foundation a running product royalty on annual Net Sales of Licensed Products (“Product Royalty”) as follows: (a) An amount equal . With respect to Licensed Products whose manufacture, use or sale is covered by a Valid Claim of the Foundation 5431 Patent Rights but not a Valid Claim of the Foundation 5214 Patent Rights, the royalty rate will be [**]% of all Net Sales Sales, whether the sales are made by Tempo and its Affiliates or by Sublicensees. With respect to Licensed Products whose manufacture, use or sale is covered by a Valid Claim of [**] Products; and (b) An amount equal to the Foundation 5214 Patent Rights, whether or not also covered by a Valid Claim of the Foundation 5431 Patent Rights, the royalty rate will be [**]% of all Net Sales, whether the sales are made by Tempo and its Affiliates or by Sublicensees. If Tempo sublicenses to a third party any of the Foundation Patent Rights in order to allow such third party to practice Foundation Patent Rights in conjunction with Tempo’s other intellectual property in the Field as permitted under Article 5, Tempo will not be obligated to pay Foundation a percentage of the sublicensing revenues received by it in connection with such sublicense; provided, however, that Tempo will be obligated to pay the Product Royalty, as specified above, on annual Net Sales of Licensed Products made by Sublicensees. In the event that Tempo is required to license any patent rights from a third party in order to have the freedom to operate under the Foundation Patent Rights, Tempo shall be entitled to deduct, from the Product Royalties due Foundation, as specified above, [**] Products; and percent (c) An amount equal to [**]% %) of all Net Sales of Combination Products (with Net Sales as determined the amounts due the third party under such license, provided that, in Section 1.25) in which the Covered Peptide would be considered a any calendar quarter, such deduction shall not exceed [**] product if sold with no Independent Active Ingredient; and percent (d) An amount equal to [**]% of all Net Sales of Combination Products (with Net Sales as determined in Section 1.25%) in which the Covered Peptide would be considered a [**] product if sold with no Independent Active Ingredient. 6.5.2. Notwithstanding the foregoing, in the event that Licensee or an Affiliate of Licensee is required to make royalty payments, at fair market terms after arms’ length negotiations, under a Third Party License as a result of the sale of a Licensed total Product in a certain country, Licensee may offset an amount equal to [**]% of such third-party payments with respect to such sale of such Licensed Product against the royalty payments Royalty that are due to Licensors pursuant to Section 6.5.1 with respect to sales of such Licensed Product in such country; provided that in no event, shall the royalty payments to Licensors under Section 6.5.1 with respect to such Licensed Product be reduced by more than [**]% of the amount would otherwise due with respect to such Licensed Product. 6.5.3. With respect to each Licensed Product, royalties will be payable on a country-by-country basis, so long as the making, using or selling of the Licensed Product falls within the scope of a Valid Claim in the country in which such Licensed Product is made, used or sold. 6.5.4. If the use, manufacture, sale or importation of any Licensed Product is covered by more than one Valid Claim of the Licensed Patent Rights, multiple royalties shall not be due. Accordingly, no more than one royalty shall be due with respect to any unit of Licensed Product. Further no royalty shall be due with respect to reasonable quantities of units of Licensed Product used solely for clinical trialsFoundation, other internal research or development purposes or as samples or promotional goodsspecified above.