Royalty Payment. In partial consideration of the grant of rights to Schering by ICN under this Agreement, Schering shall pay ICN a royalty in the following amount: (a) with respect to sales of Product in the EU, [REDACTED] of Net Sales, [REDACTED], but in no event less than [REDACTED] of Net Sales; and (b) with respect to sales of Product in the Territory, other than in the EU: [REDACTED]; [REDACTED]; and [REDACTED]; provided, however, that in no event shall the royalty on sales of the Product in any country in the Territory (including the EU) be less than [REDACTED] per capsule sold based on a [REDACTED], [REDACTED] per capsule sold based on a [REDACTED], and [REDACTED] sold based on a [REDACTED], such amounts to be proportionately adjusted based on a scale of [REDACTED] for other capsule sizes less than [REDACTED] and based on a scale of [REDACTED] for other capsule sizes in excess of [REDACTED]; provided further, however, that if in any country in the Territory ICN is also marketing the Product, and if at any time ICN's current actual net selling price for the Product is less than [REDACTED] of Schering's current actual net selling price for the Product (based on the same capsule size and comparable terms and conditions, and other than due to increases in price by Schering), then such minimum royalty shall no longer apply to sales of the Product by Schering in such country (and such minimum royalty shall not be reinstated). In the event any third party is also marketing oral ribavirin in any country in the Territory, then Schering shall not be obligated to pay the minimum royalty provided for in this Section 6.2 for that country. [REDACTED] For purposes of this Section 6.2, the current actual net selling price shall be determined on a country-by-country basis, for each calendar quarter, by dividing the Net Sales of capsules of a particular capsule strength by the total number of capsules of the same strength that were sold and sampled in such country during such period. Each Party shall have the right to audit the books and records of the other Party for the purpose of verifying the current actual net selling price, in accordance with the procedures set forth in Section 6.10.
Appears in 5 contracts
Samples: Exclusive License and Supply Agreement (Icn Pharmaceuticals Inc), Exclusive License and Supply Agreement (Ribapharm Inc), Exclusive License and Supply Agreement (Icn Pharmaceuticals Inc)
Royalty Payment. In partial consideration of the grant of rights to Schering by ICN under this Agreement, Schering shall pay ICN a royalty in the following amountamounts:
(a) with respect to sales of Product Product, alone or as part of a [REDACTED], in the EU, [REDACTED] of Net Salesthe following royalty, [REDACTED], but in no event less than [REDACTED] of Net Sales:
(i) [REDACTED];
(ii) [REDACTED]; and
(iii) [REDACTED];
(b) with With respect to sales of Product Product, alone or as part of a combination therapy, in the Territory, Territory other than in the EU: :
(i) [REDACTED];
(ii) [REDACTED]; [REDACTED]; and and
(iii) [REDACTED]; provided, however, that in no event shall the royalty on sales of the Product Product, alone or as part of a combination therapy, in any country in the Territory (including the EU) be less than that [REDACTED] per capsule sold based on a [REDACTED], [REDACTED] per capsule sold based on a [REDACTED], and [REDACTED] per capsule sold based on a [REDACTED], such amounts to be proportionately adjusted based on a scale of [REDACTED] for other capsule sizes less than [REDACTED] and based on a scale of [REDACTED] for other capsule sizes in excess of [REDACTED]; provided further, however, that if in any country in the Territory ICN is also marketing the Product, and if at any time ICN's current actual net selling price for the Product is less than [REDACTED] of Schering's current actual net selling price for the Product (based on the same capsule size and comparable terms and conditions, and other than due to increases in price by Schering), then such minimum royalty shall no longer apply to sales of the Product by Schering in such country (and such minimum royalty shall not be reinstated). In the event oral ribavirin from any third party is also marketing oral ribavirin becomes commercially available in any country in the Territory, then Schering shall not be obligated to pay the minimum royalty provided for in this Section 6.2 for that country, provided, however, that notwithstanding the foregoing, (A) Schering shall be obligated to pay the minimum royalty provided for in this Section 6.2 with respect to sales of the Product in any of [REDACTED] for a maximum of [REDACTED] from first introduction of oral ribavirin, at a [REDACTED], into any of [REDACTED]; (B) Schering shall be obligated to pay the minimum royalty provided for in this Section 6.2 with respect to sales of the Product in the [REDACTED] for a maximum of [REDACTED] years from first introduction of oral ribavirin, at a [REDACTED], in the [REDACTED] and (C) Schering shall be obligated to pay the minimum royalty provided for in this Section 6.2 with respect to sales of the Product in [REDACTED] for a maximum of [REDACTED] from first introduction of oral ribavirin, at a [REDACTED], in [REDACTED]. The phrase [REDACTED] as used in this Section 6.2 shall mean [REDACTED]. [REDACTED] For purposes of this Section 6.2, the current actual net selling price shall be determined on a country-by-country basis, for each calendar quarter, by dividing the Net Sales of capsules of a particular capsule strength by the total number of capsules of the same strength that were sold and sampled in such country during such period. Each Party shall have the right to audit the books and records of the other Party for the purpose of verifying the current actual net selling price, in accordance with the procedures set forth in Section 6.10."
10. The last sentence of Section 6.12 shall be amended to read in its entirety as follows: "Notwithstanding the foregoing, (i) in no event shall ICN be liable for any deficiency, fine, assessment or penalty resulting from Schering's failure to withhold the proper amount in accordance with the written instructions of ICN to Schering given in accordance with Section 15.7 hereof, and (ii) in no event shall ICN be liable for any deficiency, fine, assessment or penalty resulting from Schering's failure to withhold the proper amount as a result of Schering's negligence in calculating or paying such withholding tax. In the event ICN is required to pay any such deficiency, or any fine, assessment or penalty for any such deficiency, Schering shall promptly reimburse ICN for such payments". The remainder of Section 6.12 shall remain the same.
Section 7.1 of the Agreement entitled "ICN's Marketing Rights" shall be deleted in its entirety except that the last sentence shall remain and have the following added at the end of the existing sentence "or is known to have sold the Product outside of Egypt." Section 7.1 shall be re-titled "ICN's Marketing Rights in Egypt." and shall read in its entirety as follows:
Appears in 1 contract
Samples: Exclusive License and Supply Agreement (Icn Pharmaceuticals Inc)
Royalty Payment. In partial consideration (A) Licensee agrees to pay NFLPA a guaranteed royalty of $[INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.] for its use of the grant rights licensed hereunder for the Original License Period, a guaranteed royalty of $[INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.] for the Second License Period, if applicable, and a guaranteed royalty of $[INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.] for the Third License Period, if applicable. The guaranteed royalty shall be paid as follows:
(i) For the Original License Period, $[INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.].
(ii) For the Second License Period, if applicable, $[INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.].
(iii) For the Third License Period, if applicable, $[INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.].
(B) Such guaranteed royalty payments shall be made by Licensee as specified hereinabove whether or not Licensee uses the rights licensed hereunder, and no part of such guaranteed payments shall be repayable to Schering Licensee.
(C) Licensee shall also pay to NFLPA an amount equal to [INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.]%) of the gross sales of the licensed product(s) covered by ICN under this Agreement, Schering less the guaranteed payments specified above for the applicable License Period. Royalties shall pay ICN be calculated on a quarterly basis and shall be due as of the last day of each May, August, November, and February of this Agreement and must be paid no later than fifteen (15) days following such due dates. Gross sales shall be calculated based on the actual price(s) charged by Licensee to the retailer or consumer directly or to the wholesaler in an arm's length transaction. Licensee shall transact no sale, the effect of which is to reduce the royalty in the following amount:
(a) with respect paid by Licensee to sales of Product in the EU, [REDACTED] of Net Sales, [REDACTED], but in no event less than [REDACTED] of Net Sales; and
(b) with respect to sales of Product in the Territory, other than in the EU: [REDACTED]; [REDACTED]; and [REDACTED]NFLPA; provided, however, that in no event Licensee shall the royalty on be permitted to provide arm's length discounts, allowances, and returns that are normal and customary. Gross sales of the Product shall exclude only [INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.] in any country in the Territory (including the EU) be less than [REDACTED] per capsule sold based on a [REDACTED], [REDACTED] per capsule sold based on a [REDACTED]annual period of March 1 to February 28 contained herein, and [REDACTED] sold based on (b) such exclusion shall be available to Licensee only if Licensee has theretofore fully complied in a [REDACTED], such amounts to be proportionately adjusted based on a scale of [REDACTED] for other capsule sizes less than [REDACTED] and based on a scale of [REDACTED] for other capsule sizes in excess of [REDACTED]; provided further, however, that if in any country in the Territory ICN is also marketing the Product, and if at any time ICN's current actual net selling price for the Product is less than [REDACTED] of Schering's current actual net selling price for the Product (based on the same capsule size and comparable terms and conditions, and other than due to increases in price by Schering), then such minimum royalty shall no longer apply to sales of the Product by Schering in such country (and such minimum royalty shall not be reinstated). In the event any third party is also marketing oral ribavirin in any country in the Territory, then Schering shall not be obligated timely manner with its obligation hereunder to pay the minimum royalty provided for in this Section 6.2 for that country. [REDACTED] For purposes of this Section 6.2all royalties, the current actual net selling price shall be determined on a country-by-country basis, for each calendar quarter, by dividing the Net Sales of capsules of a particular capsule strength by the total number of capsules of the same strength that were sold and sampled in such country during such period. Each Party shall have the right to audit the books and records of the other Party for the purpose of verifying the current actual net selling price, in accordance with the procedures set forth in Section 6.10including guarantees.
Appears in 1 contract
Samples: License Agreement
Royalty Payment. In partial consideration of the grant of rights to Schering by ICN under this Agreement, Schering shall pay ICN a royalty in the following amountamounts:
(a) with respect to sales of Product Product, alone or as part of a combination therapy, in the EU, [REDACTED] of Net Salesthe following royalty, [REDACTED], but in no event less than [REDACTED] of Net Sales:
(i) [REDACTED];
(ii) [REDACTED]; and
(iii) [REDACTED];
(b) with With respect to sales of Product Product, alone or as part of a combination therapy, in the Territory, Territory other than in the EU: :
(i) [REDACTED];
(ii) [REDACTED]; [REDACTED]; and and
(iii) [REDACTED]; provided, however, that in no event shall the royalty on sales of the Product Product, alone or as part of a combination therapy, in any country in the Territory (including the EU) be less than that [REDACTED] per capsule sold based on a [REDACTED], [REDACTED] per capsule sold based on a [REDACTED], and [REDACTED] per capsule sold based on a [REDACTED], such amounts to be proportionately adjusted based on a scale of [REDACTED] for other capsule sizes less than [REDACTED] and based on a scale of [REDACTED] for other capsule sizes in excess of [REDACTED]; provided further, however, that if in any country in the Territory ICN is also marketing the Product, and if at any time ICN's current actual net selling price for the Product is less than [REDACTED] of Schering's current actual net selling price for the Product (based on the same capsule size and comparable terms and conditions, and other than due to increases in price by Schering), then such minimum royalty shall no longer apply to sales of the Product by Schering in such country (and such minimum royalty shall not be reinstated). In the event oral ribavirin from any third party is also marketing oral ribavirin becomes commercially available in any country in the Territory, then Schering shall not be obligated to pay the minimum royalty provided for in this Section 6.2 for that country. , provided, however, that notwithstanding the foregoing, (A) Schering shall be obligated to pay the minimum royalty provided for in this Section 6.2 with respect to sales of the Product in any of [REDACTED] For purposes for a maximum of [REDACTED] from first introduction of oral ribavirin, at a [REDACTED], into any of [REDACTED]; (B) Schering shall be obligated to pay the minimum royalty provided for in this Section 6.26.2 with respect to sales of the Product in the [REDACTED] for a maximum of [REDACTED] years from first introduction of oral ribavirin, at a [REDACTED], in the current actual net selling price [REDACTED] and (C) Schering shall be determined on a country-by-country basis, obligated to pay the minimum royalty provided for each calendar quarter, by dividing the Net Sales of capsules of a particular capsule strength by the total number of capsules in this Section 6.2 with respect to sales of the same strength that were sold and sampled Product in such country during such period[REDACTED] for a maximum of [REDACTED] from first introduction of oral ribavirin, at a [REDACTED], in [REDACTED]. Each Party The phrase [REDACTED] as used in this Section 6.2 shall have [REDACTED].
10. The last sentence of Section 6.12 shall be amended to read in its entirety as follows: "Notwithstanding the right foregoing, (i) in no event shall ICN be liable for any deficiency, fine, assessment or penalty resulting from Schering's failure to audit withhold the books and records of the other Party for the purpose of verifying the current actual net selling price, proper amount in accordance with the procedures set forth written instructions of ICN to Schering given in accordance with Section 6.1015.7 hereof, and (ii) in no event shall ICN be liable for any deficiency, fine, assessment or penalty resulting from Schering's failure to withhold the proper amount as a result of Schering's negligence in calculating or paying such withholding tax. In the event ICN is required to pay any such deficiency, or any fine, assessment or penalty for any such deficiency, Schering shall promptly reimburse ICN for such payments". The remainder of Section 6.12 shall remain the same.
Section 7.1 of the Agreement entitled "ICN's Marketing Rights" shall be deleted in its entirety except that the last sentence shall remain and have the following added at the end of the existing sentence "or is known to have sold the Product outside of Egypt." Section 7.1 shall be re-titled "ICN's Marketing Rights in Egypt." and shall read in its entirety as follows:
Appears in 1 contract
Samples: Exclusive License and Supply Agreement (Ribapharm Inc)
Royalty Payment. Purchaser shall pay to Seller a royalty on Annual Net Sales at the royalty rate set forth below ("Royalty Payment"), on an incremental basis, from the Closing Date through the Royalty Term: On Annual Net Sales less than or equal to [***] Dollars ($[***]) [***] percent ([***]%) On Annual Net Sales greater than [***] Dollars ($[***]) [***] percent ([***]%) The Royalty Payment shall be determined by aggregating Net Sales in each Calendar Quarter and the Calendar Year to date during the Royalty Term of each Product and each Product Improvement and the Royalty Payment shall be paid to Seller no later than [***] after the end of each Calendar Quarter. Each Royalty Payment shall be accompanied by a written report describing the Net Sales during the relevant Calendar Quarter and the Calendar Year to date in the Territory, on a Product-by-Product basis and Product Improvement-by-Product Improvement basis, specifying the gross sales and Net Sales in the Territory, including an accounting of deductions taken in the calculation of Net Sales and the royalties payable ("Payment Report"). In partial consideration addition to the Payment Report, Purchaser shall provide Seller on the fifth (5th) Business Day of each month, a non-binding estimate of the grant gross sales and Net Sales for the immediately preceding month. For example, if the aggregate Net Sales of rights to Schering by ICN under a *** Certain information on this Agreement, Schering shall pay ICN a royalty in page has been omitted and filed separately with the following amount:
(a) Securities and Exchange Commission. Confidential treatment has been requested with respect to sales the omitted portions. Product is [***] Dollars ($[***]) per month in Calendar Year 2008, the royalty rate for the first Calendar Quarter in 2008 would be [***] percent ([***]%). In the second Calendar Quarter, the first [***] Dollars ($[***]) would be calculated at the royalty rate of [***] percent ([***]%) and the remaining [***] Dollars ($[***]) would be calculated at the royalty rate of [***] percent ([***]%). The royalty rate for the third and fourth Calendar Quarter for Net Sales of such Product would be calculated at [***] percent ([***]%). The royalty rate for such Product would recommence at [***] percent ([***]%) for the first Calendar Quarter of 2009 until Net Sales for such Product reach [***] Dollars (US$[***]). The Royalty Payment is payable, on a Product-by-Product and Product Improvement-by-Product Improvement basis, until (i) in the EUcase of any Product, [REDACTED] the later to occur of Net Sales(A) the date of the expiration of the last Valid Claim of the Product Patent Rights (other than the Patents identified on Schedule 4.5) covering such Product, [REDACTED], but in no event less than [REDACTED] or (B) the date of Net Sales; and
(b) with respect to sales the expiration of regulatory/data exclusivity for such Product in the Territory, other than or (ii) in the EU: [REDACTED]; [REDACTED]; and [REDACTED]; providedcase of any Product Improvement, howeverthe date of the expiration of the last Valid Claim, that in no event shall the royalty on sales if any, of the Product in any country in Patent Rights (other than the Territory Patents identified on Schedule 4.5) covering such Product Improvement. Upon occurrence of either date referenced above for a particular Product or Product Improvement (including the EU"Expiration"), Purchaser shall pay [***] percent ([***]%) be less than of the Royalty Payment above on such Product or Product Improvement until the [REDACTED***] per capsule sold based of (A) [***] or (B) the date on a [REDACTED]which one or more Generic Products comprises, individually or together, [REDACTED***] per capsule sold based on a percent ([REDACTED***], and [REDACTED] sold based on a [REDACTED], such amounts to be proportionately adjusted based on a scale of [REDACTED] for other capsule sizes less than [REDACTED] and based on a scale of [REDACTED] for other capsule sizes in excess of [REDACTED]; provided further, however, that if in any country in the Territory ICN is also marketing the Product, and if at any time ICN's current actual net selling price for the Product is less than [REDACTED] of Schering's current actual net selling price for the Product (based on the same capsule size and comparable terms and conditions, and other than due to increases in price by Schering), then such minimum royalty shall no longer apply to sales %) or more of the Product by Schering in such country (and such minimum royalty shall not be reinstated). In the event any third party is also marketing oral ribavirin in any country total volume of alosetron HCl sales in the Territory, then Schering shall not be obligated to pay as demonstrated by prescription data from a Third Party Prescription Data Service, which ever occurs earlier (the minimum royalty provided earliest of the foregoing for in this Section 6.2 for that countrya particular Product or Product Improvement, the "Royalty Term"). [REDACTED] For purposes of this Section 6.2clarification, (1) if the Royalty Rate for a Product or Product Improvement has been reduced as set forth above, the current actual net selling price shall be determined on a country-by-country basis, Royalty Rate for each calendar quarter, by dividing all other Products or Product Improvements remains at the Net Sales of capsules of a particular capsule strength by the total number of capsules original Royalty Rate until one of the same strength that were sold foregoing events occur with respect to such Product or Product Improvement; and sampled in (2) any new patents or patent applications Controlled by Purchaser, other than the Product Patent Rights, which may issue after the Closing Date, covering any Product Improvement shall not extend the Expiration for such country during such period. Each Party shall have Product Improvement beyond the right to audit the books and records expiration of the last Valid Claim of the Product Patent Rights (other Party for than the purpose of verifying the current actual net selling price, in accordance with the procedures set forth in Section 6.10Patents identified on Schedule 4.5).
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Prometheus Laboratories Inc)
Royalty Payment. In partial consideration (A) Licensee agrees to pay Players Inc a guaranteed royalty of [CONFIDENTIAL TREATMENT REQUESTED] for its use of the grant rights licensed hereunder for the Original License Period and a guaranteed royalty of rights to Schering by ICN under [CONFIDENTIAL TREATMENT REQUESTED] the Additional License Period, if applicable. The guaranteed royalty shall be paid as follows:
(i) For the Original License Period, [CONFIDENTIAL TREATMENT REQUESTED] upon the execution of this Agreement, Schering shall pay ICN a royalty in the following amount:[CONFIDENTIAL TREATMENT REQUESTED] on or before [CONFIDENTIAL TREATMENT REQUESTED] on or before [CONFIDENTIAL TREATMENT REQUESTED] on or before [CONFIDENTIAL TREATMENT REQUESTED] on or before [CONFIDENTIAL TREATMENT REQUESTED].
(aii) with respect to sales of Product in For the EUAdditional License Period, [REDACTED] of Net Salesif applicable, [REDACTED]$650,000 on or before March 1, but in no event less than [REDACTED] of Net Sales; and1997, and $650,000 on or before September 1, 1997.
(bB) with respect Such guaranteed royalty payments shall be made by Licensee as specified hereinabove whether or not Licensee uses the rights licensed hereunder, and no part of such guaranteed payments shall be repayable to Licensee.
(C) Licensee shall also pay to Players Inc an amount equal to [CONFIDENTIAL TREATMENT REQUESTED]. The guaranteed payments for the Original License Period shall be calculated annually and separately [CONFIDENTIAL TREATMENT REQUESTED]. For example, the [CONFIDENTIAL TREATMENT REQUESTED]. Royalties shall be calculated on a quarterly basis and shall be due as of the last day of each May, August, November, and February of this Agreement and must be paid no later than fifteen (15) days following such due dates. Gross sales shall be calculated based on the standard price(s) charged by Licensee to the retailer directly or to the wholesaler in an arms length transaction. Licensee shall transact no sale, the effect of Product in which is to reduce the Territory, other than in the EU: [REDACTED]; [REDACTED]; and [REDACTED]royalty paid by Licensee to Players; provided, however, that in no event Licensee shall the royalty on be permitted to provide arms length discounts, allowances and returns which are normal and customary. Gross sales of the Product in any country in the Territory (including the EU) be less than [REDACTED] per capsule sold based on a [REDACTED]shall exclude only such normal and customary discounts, [REDACTED] per capsule sold based on a [REDACTED], allowances and [REDACTED] sold based on a [REDACTED], such amounts to be proportionately adjusted based on a scale of [REDACTED] for other capsule sizes less than [REDACTED] and based on a scale of [REDACTED] for other capsule sizes in excess of [REDACTED]; provided further, however, that if in any country in the Territory ICN is also marketing the Product, and if at any time ICN's current actual net selling price for the Product is less than [REDACTED] of Schering's current actual net selling price for the Product (based on the same capsule size and comparable terms and conditions, and other than due to increases in price by Schering), then such minimum royalty shall no longer apply to sales of the Product by Schering in such country (and such minimum royalty shall not be reinstated)returns. In the event any third party is also marketing oral ribavirin in any country in the Territory, then Schering shall not be obligated addition to pay the minimum royalty provided for all other rights contained in this Section 6.2 for that country. [REDACTED] For purposes of this Section 6.2Agreement, the current actual net selling price Players Inc shall be determined entitled to collect and Licensee shall [CONFIDENTIAL TREATMENT REQUESTED] on a country-by-country basis, for each calendar quarter, all guarantee or royalty payments not timely made to Players Inc by dividing the Net Sales of capsules of a particular capsule strength by the total number of capsules of the same strength that were sold and sampled in such country during such period. Each Party shall have the right to audit the books and records of the other Party for the purpose of verifying the current actual net selling price, in accordance with the procedures set forth in Section 6.10Licensee.
Appears in 1 contract
Samples: Licensing Agreement (Marvel Entertainment Group Inc)
Royalty Payment. In partial consideration of the grant of rights to Schering by ICN under this Agreement, Schering shall pay ICN a royalty in the following amountamounts:
(a) with respect to sales of Product Product, alone or as part of a [REDACTED], in the EU, [REDACTED] of Net Salesthe following royalty, [REDACTED], but in no event less than [REDACTED] of Net Sales:
(i) [REDACTED];
(ii) [REDACTED]; and
(iii) [REDACTED];
(b) with With respect to sales of Product Product, alone or as part of a combination therapy, in the Territory, Territory other than in the EU: :
(i) [REDACTED];
(ii) [REDACTED]; [REDACTED]; and and
(iii) [REDACTED]; provided, however, that in no event shall the royalty on sales of the Product Product, alone or as part of a combination therapy, in any country in the Territory (including the EU) be less than that [REDACTED] per capsule sold based on a [REDACTED], [REDACTED] per capsule sold based on a [REDACTED], and [REDACTED] per capsule sold based on a [REDACTED], such amounts to be proportionately adjusted based on a scale of [REDACTED] for other capsule sizes less than [REDACTED] and based on a scale of [REDACTED] for other capsule sizes in excess of [REDACTED]; provided further, however, that if in any country in the Territory ICN is also marketing the Product, and if at any time ICN's current actual net selling price for the Product is less than [REDACTED] of Schering's current actual net selling price for the Product (based on the same capsule size and comparable terms and conditions, and other than due to increases in price by Schering), then such minimum royalty shall no longer apply to sales of the Product by Schering in such country (and such minimum royalty shall not be reinstated). In the event oral ribavirin from any third party is also marketing oral ribavirin becomes commercially available in any country in the Territory, then Schering shall not be obligated to pay the minimum royalty provided for in this Section 6.2 for that country, provided, however, that notwithstanding the foregoing, (A) Schering shall be obligated to pay the minimum royalty provided for in this Section 6.2 with respect to sales of the Product in any of [REDACTED] for a maximum of [REDACTED] from first introduction of oral ribavirin, at a [REDACTED], into any of [REDACTED]; (B) Schering shall be obligated to pay the minimum royalty provided for in this Section 6.2 with respect to sales of the Product in the [REDACTED] for a maximum of [REDACTED] years from first introduction of oral ribavirin, at a [REDACTED], in [REDACTED] and (C) Schering shall be obligated to pay the minimum royalty provided for in this Section 6.2 with respect to sales of the Product in [REDACTED] for a maximum of [REDACTED] from first introduction of oral ribavirin, at a [REDACTED], [REDACTED]. The phrase [REDACTED] as used in this Section 6.2 shall mean [REDACTED]. [REDACTED] For purposes of this Section 6.2, the current actual net selling price shall be determined on a country-by-country basis, for each calendar quarter, by dividing the Net Sales of capsules of a particular capsule strength by the total number of capsules of the same strength that were sold and sampled in such country during such period. Each Party shall have the right to audit the books and records of the other Party for the purpose of verifying the current actual net selling price, in accordance with the procedures set forth in Section 6.10."
10. The last sentence of Section 6.12 shall be amended to read in its entirety as follows: "Notwithstanding the foregoing, (i) in no event shall ICN be liable for any deficiency, fine, assessment or penalty resulting from Schering's failure to withhold the proper amount in accordance with the written instructions of ICN to Schering given in accordance with Section 15.7 hereof, and (ii) in no event shall ICN be liable for any deficiency, fine, assessment or penalty resulting from Schering's failure to withhold the proper amount as a result of Schering's negligence in calculating or paying such withholding tax. In the event ICN is required to pay any such deficiency, or any fine, assessment or penalty for any such deficiency, Schering shall promptly reimburse ICN for such payments". The remainder of Section 6.12 shall remain the same.
Section 7.1 of the Agreement entitled "ICN's Marketing Rights" shall be deleted in its entirety except that the last sentence shall remain and have the following added at the end of the existing sentence "or is known to have sold the Product outside of Egypt." Section 7.1 shall be re-titled "ICN's Marketing Rights in Egypt." and shall read in its entirety as follows:
Appears in 1 contract
Samples: Exclusive License and Supply Agreement (Ribapharm Inc)