Royalties Payable by Licensee. Xenotech shall have no responsibility under the terms of this Agreement for the payment of any royalties, license fees or milestone or other payments due to third parties under licenses or similar agreements entered into by Licensee, its Affiliates, or its Sublicensees to allow the manufacture, use or sale of Products.
Royalties Payable by Licensee. In consideration for the Exclusive Licenses granted to Licensee herein, during the Royalty Term, and subject to Section 6.5, Licensee shall pay to SGI and BMS royalties on Net Sales of Licensed Products during the Royalty Term. Such royalties shall be paid at the following rates, determined on a Licensed Product-by-Licensed Product basis as set forth below:
Royalties Payable by Licensee. Subject to the terms and conditions of this Agreement, Licensee shall pay Licensor royalties, calculated on a Product-by-Product basis, as set forth in this Section 4.3.
Royalties Payable by Licensee. This Section 7.5 shall apply to Net Sales of Licensed Products other than Net Sales of the Co-Exploited Product in the United States, which, for clarity, shall be subject to profit and loss sharing as set forth in the Co-Exploitation Terms.
Royalties Payable by Licensee. 5.3.1 In addition, in consideration of the licenses granted by MPC to LICENSEE herein, LICENSEE shall pay to MPC a royalty on Net Sales in each Royalty Year in the LICENSEE Territory, on a Product-by-Product, as follows: [*] [*] [*] [*] [*] [*] [*] [*] (“M” means “million”.) As an example, for Net Sales of [*] in the LICENSEE Territory, the royalties payable by LICENSEE to MPC will represent [*].
5.3.2 Royalties set forth in this Section 5.3 shall accrue from the date of Launch of Product in each country and shall continue and accrue on Net Sales until the end of the Royalty Period in such country.
Royalties Payable by Licensee. 5.3.1 In addition, in consideration of the licenses granted by MTPC to LICENSEE herein, LICENSEE shall pay to MTPC a royalty on Net Sales in each Royalty Year in the LICENSEE Territory, on a Product-by-Product, as follows: [*] [*] [*] [*] [*] [*]
Royalties Payable by Licensee. In consideration for the Exclusive License granted to Licensee herein, during the Royalty Term, and subject to Section 6.4, Licensee shall pay to SGI royalties on Net Sales of Licensed Products. Such royalties shall be paid at the following rates, determined on a Licensed Product-by-Licensed Product basis as set forth below:
6.3.1 [***] of the first [***] in aggregate [***] of the [***] in [***];
6.3.2 [***] of the portion of aggregate [***] of the [***] between [***]; and [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
6.3.3 [***] of the portion of aggregate [***] of the [***] in excess of [***]. In establishing the royalty structure of this Section 6.3, the Parties recognize, and Licensee acknowledges, the substantial value of the various actions and investments undertaken by SGI prior to the Effective Date. Such value is significant and in addition to the value of SGI’s grant to Licensee of the Exclusive License pursuant to Section 3.1, as it enables the rapid and effective development and commercialization of the Licensed Products in the Territory. Therefore, the Parties agree that the royalty payments calculated as a percentage of [***] (plus the license fee, milestone payments and other payment provided for elsewhere herein) provide fair compensation to SGI for these additional benefits.
Royalties Payable by Licensee. In consideration for the Exclusive License granted to Licensee herein, during the Royalty Term, and subject to Sections 6.4.2 through 6.4.4, Licensee shall pay to Licensor incremental royalties on Net Sales of Licensed Products. Such incremental royalties shall be paid at the following rates, determined on a Licensed Product-by-Licensed Product basis as set forth below:
(a) For the first [***] of aggregate [***] of the [***] in any [***] (“Tier 1 Sales”):
(i) [***] of aggregate [***] of [***] in any country in the Territory during any period in which there is a [***] of the Licensed Product; and
(ii) [***] of aggregate [***] in any country in the Territory during any period in which there is [***] of the Licensed Product; *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) For aggregate [***] of the [***] in any [***] in excess of [***] (“Tier 2 Sales”):
(i) [***] of aggregate [***] in any country in the Territory during any period in which there is a [***] of the Licensed Product; and
(ii) [***] of aggregate [***] in any country in the Territory during any period in which there is [***] of the Licensed Product.
(c) The ratio of (1) aggregate [***] in the Territory with a [***] and (2) aggregate [***] in the Territory with [***], will be applied to Tier 1 and Tier 2 Sales as shown in Schedule D.
(d) If and for so long as there is a [***], then [***] with respect to [***] of Licensed Products during the time period that such [***].
(e) In establishing the royalty structure of this Section 6.3, the Parties recognize, and Licensee acknowledges, the substantial value of the various actions and investments undertaken by Licensor prior to the Effective Date. Such value is significant and in addition to the value of Licensor’s grant to Licensee of the Exclusive License pursuant to Section 3.1, as it enables the rapid and effective development and commercialization of the Licensed Products in the Territory. Therefore, the Parties agree that the royalty payments calculated as a percentage of [***] (plus the license fee, milestone payments and other payment provided for elsewhere herein) provide fair compensation to Licensor for these additional benefits.
Royalties Payable by Licensee. In consideration of the license rights granted to Licensee hereunder, on a country-by-country basis in the Licensee Territory, Licensee shall pay or cause any Sublicensee to pay to Licensor a royalty on their respective Net Sales of each Product in a country as follows: for each Product where the manufacture, use or sale of such Product in such would, but for the license granted hereunder, infringe a Valid Claim of a Licensor Patent Right in such country, a royalty of [**] on Net Sales of such Product in such country.
Royalties Payable by Licensee. In consideration for the Exclusive License granted to Licensee herein, during the Royalty Term, and subject to Section 6.4, Licensee shall pay to SGI royalties on Net Sales of Licensed Products. Such royalties shall be paid at the following rates, determined on a Licensed Product-by-Licensed Product basis as set forth below:
6.3.1 [*] of the first [*] in aggregate [*] of the [*] in [*];
6.3.2 [*] of the portion of aggregate [*] of the [*] between [*]; and
6.3.3 [*] of the portion of aggregate [*] of the [*] in excess of [*]. In establishing the royalty structure of this Section 6.3, the Parties recognize, and Licensee acknowledges, the substantial value of the various actions and investments undertaken by SGI prior to the Effective Date. Such value is significant and in addition to the value of SGI’s grant to Licensee of the Exclusive License pursuant to Section 3.1, as it enables the rapid and effective development and commercialization of the Licensed Products in the Territory. Therefore, the Parties agree that the royalty payments calculated as a percentage of [*] (plus the license fee, milestone payments and other payment provided for elsewhere herein) provide fair compensation to SGI for these additional benefits.
