Royalties Payable By Merck. Subject to the terms and conditions of this Agreement, Merck shall pay Ablynx royalties, calculated on a Product-by-Product basis, as set forth in this Section 5.6.
Royalties Payable By Merck. Subject to the terms and conditions of this Agreement, Merck shall pay to Metabasis royalties on a country-by-country basis in an amount equal to:
(a) [***] of Net Sales of Products by Merck and its Related Parties; provided that either:
(i) the [***] of the Product would, but for the licenses granted hereunder, infringe a Valid Patent Claim in the country of sale; or
(ii) the [***] of the Product would, but for the licenses granted hereunder, infringe a Valid Patent Claim in the country of sale, but only for so long as gross sales of Competitive Products of such Product in such country have not [***]; provided further that in the event that Merck has exercised its option for continued Exclusive Efforts in accordance with Section 2.10, the royalty rate for sales subject to this subsection 5.5.1(a) shall be adjusted to be [***] of such Net Sales of Products; or
(b) [***] of Net Sales of Products by Merck and its Related Parties for sales other than those covered in subsection 5.5.1(a); provided that in the event that Merck has exercised the option for continued Exclusive Efforts in accordance with Section 2.10, the royalty rate for sales subject to this subsection 5.5.1(b) shall be adjusted to be [***] of such Net Sales of Products. Royalties on each Product at the rate set forth above shall be effective as of the date of First Commercial Sale of Product in a country and shall continue until either: (i) in the case of Net Sales under Section 5.5.1(a)(i), the expiration of the last Valid Patent Claim claiming the [***] of such Product in such country, (ii) in the case of sales under subsection 5.5.1(a)(ii), the earlier of (A) the expiration of the last Valid Patent Claim claiming the [***] of such Product in such country, and (B) such time as gross sales of Competitive Products of such Product in such country by any non-Related Party [***]; or (iii) in the case of sales of Product under subsection 5.5.1(b), until the tenth (10th) anniversary of the First Commercial Sale in such country in the case of sales of Product under subsection 5.5.1(b), subject to the following conditions:
Royalties Payable By Merck. Subject to the terms and conditions of this Agreement, Merck shall pay to Vertex royalties on a country-by-country basis as set out in this Section 5.13.
Royalties Payable By Merck. Subject to the terms and conditions of this Agreement, for the applicable Royalty Term, Merck shall pay Company royalties, calculated on a Licensed Product-by-Licensed Product and country-by-country basis, as set forth in this Section 7.5.
(a) Subject to the provisions of Section 7.5.1(b), Merck shall pay Company royalties in an amount equal to the following percentage of Net Sales of Licensed Product by Merck or its Related Parties:
(1) [***] of Net Sales in the Territory in each Calendar Year for the portion of Net Sales less than [***];
(2) [***] of Net Sales in the Territory in each Calendar Year for the portion of Net Sales equal to or greater than [***] up to but not including [***];
(3) [***] of Net Sales in the Territory in each Calendar Year for the portion of Net Sales equal to or greater than [***] up to but not including [***]; and
(4) [***] of Net Sales in the Territory in each Calendar Year for the portion of Net Sales equal to or greater than [***].
(b) Notwithstanding the provisions of Section 7.5.1(a), in countries where the sale of Licensed Product by Merck or its Related Parties is not covered by a Valid Patent Claim and the Royalty Term has not expired, Merck shall pay royalty rates that shall be set at [***] of the applicable royalty rate determined according to Section 7.5.1(a). Such royalties shall be calculated after first calculating royalties under Section 7.5.1(a).
(c) Royalty tiers pursuant to Section 7.5.1(a) and Section 7.5.1(b) shall be calculated based on Net Sales of each Licensed Product in the Territory, provided that the determination of whether the royalty shall be calculated under Section 7.5.1(a) or 7.5.1(b) shall be determined on a country-by-country basis. Royalties on each Licensed Product at the rates set forth above shall continue on a country-by-country basis until the expiration of the Royalty Term for such Licensed Product in such country.
(d) All royalties are subject to the following conditions:
(i) that only one royalty shall be due with respect to the same unit of Licensed Product;
(ii) that no royalties shall be due upon the sale or other transfer among Merck or its Related Parties, but in such cases the royalty shall be due and calculated upon Merck’s or its Related Party’s Net Sales to the first independent Third Party (i.e., Third Party that is not a Related Party);
(iii) no royalties shall accrue on the sale or other disposition of Licensed Product by Merck or its Related Parties for use in a Clinical...
Royalties Payable By Merck. Subject to the terms and conditions of this Agreement, Merck shall pay Ambrx royalties as set forth in this Section 5.5.
Royalties Payable By Merck. Subject to the terms and conditions of, and during the term of, this Agreement, MERCK shall pay to ISIS royalties in an amount equal to:
(a) [ * ] of the aggregate annual worldwide Net Sales of each Product by MERCK, its Affiliates or sublicensees where such aggregate annual worldwide Net Sales are less than [ * ] as set forth below, provided the sale of the Product would, but for the license hereunder, infringe a Valid Patent Claim in the country of sale, or
(b) [ * ] of the aggregate annual worldwide Net Sales of each Product by MERCK, its Affiliates or sublicensees where such aggregate annual worldwide Net Sales are equal to or greater than [ * ] as set forth below, provided the sale of the Product would, but for the license hereunder, infringe a Valid Patent Claim in the country of sale, or
(c) For Net Sales of Products by MERCK, its Affiliates or sublicensees other than those covered by Subsection 5.4.1. (a) or 5.4.1 (b), the royalty rate shall be [ * ] but in no event shall such royalty pursuant to this Subsection 5.4.1
Royalties Payable By Merck. Subject to the terms and conditions of this Agreement, MERCK shall pay to NITROMED royalties on a Licensed Product-by-Licensed Product basis the following amounts.
(a) For the initial [**] dollars of sales of each Licensed Product in [**] percent the Territory in a Calendar Year by MERCK, its Affiliates or ([**]%) of sublicensees Net Sales
(b) For those sales greater than [**] dollars and less than or equal [**] percent to [**] dollars of each Licensed Product in the Territory in a ([**]%) of Calendar Year by MERCK, its Affiliates or sublicensees Net Sales
(c) For those sales greater than [**] dollars and less than or equal [**] percent to [**] dollars of each Licensed Product in the Territory in a ([**]%) of Calendar Year by MERCK, its Affiliates or sublicensees Net Sales
(d) For those sales over [**] dollars of each Licensed Product in the [**] percent Territory in a Calendar Year by MERCK, its Affiliates or ([**]%) of sublicensees Net Sales Royalties on each Licensed Product at the rate set forth above shall continue on a country-by-country basis until the expiration of the later of: (i) last-to-expire patent with a Valid Patent Claim that would be infringed by the use or sale of such Licensed Product in such country but for the licenses granted herein; or (ii) for a period of ten (10) years after First Commercial Sale of such Licensed Product in such country (the "Royalty Period"). In those countries of the Territory where (A) there are no Patent Rights containing a Valid Patent Claim that would be infringed by the use or sale of the Licensed Product in such country, or (B) when the last Valid Patent Claim expires during the Royalty Period, royalties shall be paid at [**] percent of the rates set forth in (a) to (d) above (calculated as the last sales made in the Territory for the Calendar Quarter). All royalties are subject to the following conditions:
(a) that only one royalty shall be due with respect to the same unit of Licensed Product;
(b) that no royalties shall be due upon the sale or other transfer among MERCK, its Affiliates or sublicensees, but in such cases the royalty shall be due and calculated upon MERCK's or its Affiliate's or its sublicense's Net Sales to a Third Party;
(c) no royalties shall accrue on the disposition of Licensed Product in reasonable quantities by MERCK, Affiliates or its sublicenses as samples (promotion or otherwise) or as donations (for example, to non-profit institutions or government agencies for a non-commercial...
Royalties Payable By Merck. Subject to the terms and conditions of this Agreement, Merck shall pay Bionomics royalties, as set forth in this Section 5.4.
Royalties Payable By Merck. (a) Subject to the terms and conditions of this Agreement, MERCK shall pay to deCODE royalties on a country-by-country basis in an amount equal to:
(i) MERCK will pay a royalty of [**] to deCODE on MERCK’s Net Sales of Product.
(ii) In the event there is no Valid Patent Claim of a MERCK Compound Patent in a country, the royalty due for Net Sales in that country shall be [**] percent of those royalty rates set forth in Section 5.4.1 (a)(i).
(iii) Royalties on each Product at the rate set forth above shall be effective as of the date of First Commercial Sale of Product in a country and shall continue until the later of (A) the expiration of the last Valid Patent Claim of a MERCK Compound Patent in that country or (B) until the tenth (10th) anniversary of the First Commercial Sale in such country, subject to the following conditions:
(1) that only one royalty shall be due with respect to the same unit of Product;
(2) that no royalties shall be due upon the sale or other transfer among MERCK or its Affiliates or sublicensees, but in such cases the royalty shall be due and calculated upon MERCK’s or its Affiliate’s or sublicensee’s Net Sales to the first independent Third Party; and
(3) no royalties shall accrue on the disposition of Product in reasonable quantities by MERCK or its Related Parties as samples (promotion or otherwise) or as donations (for example, to non-profit institutions or government agencies for a non-commercial purpose).
(b) Subject to the terms and conditions of this Agreement, MERCK shall pay to deCODE royalties on a Test-by-Test and a country-by-country basis of [**] of MERCK’s Net Sales of Tests.
Royalties Payable By Merck. Subject to the terms and conditions of this Agreement (including but not limited to the meeting of all Closing Conditions), Merck shall pay GTx royalties, calculated on a Product-by-Product basis, as set forth in this Section 8.5.
