Common use of Royalty Payment Clause in Contracts

Royalty Payment. For each Drug Product sold by Lillx, Xxxxx Xxxiliates, and any sublicensees of Lilly or its Affiliates, Lilly shall pay to Arena royalty payments based upon Net Sales within three (3) months of December 31 for the Annual period to which the Net Sales applies as follows: (a) shall be due where the Annual Net Sales is less than ************, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (b) of the portion of Annual Net Sales between ************ and *********** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (c) of the portion of Annual Net Sales between ************ and ************* shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (d) of the portion of Annual Net Sales between ************** and ************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (e) of the portion of Annual Net Sales between ************** and *************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (f) of the portion of Annual Net Sales between ************ and ************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (g) of the portion of Annual Net Sales between ************** and ************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (h) of the portion of Annual Net Sales greater than ************ shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2

Royalty Payment. For each EACH Drug Product sold by Lillxthat has received Marketing Authorization, Xxxxx Xxxiliates, and any sublicensees of Lilly or its Affiliates, Lilly Fujisawa shall pay to provide Arena with a royalty payments payment based upon Net Sales on Annual Drug Product Revenue as set forth below; such royalty payment shall be made within three (3) months of December 31 for the Annual period to which the Net Sales applies as followsAnnual Drug Product Revenue applies: (a) shall be due In any country within the Territory ("Valid Claim Countries") where there is a Valid Claim under the Annual Net Sales Arena Patent Rights on such Drug Product, so long as such Valid Claim is less than ************, effective and such Net Sales shall be CPI Indexed according to Section 10.2 below;for a period of two (2) years thereafter on a country-by-country basis: (b1) of the portion of Annual Net Sales Drug Product Revenue in Valid Claim Countries between ************ and *********** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (c) of the portion of Annual Net Sales between ************ and ************* shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below;; and (d2) of the portion of Annual Net Sales Drug Product Revenue in Valid Claim Countries between ************** and ************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below;*****; and (e3) of the portion of Annual Net Sales Drug Product Revenue in Valid Claim Countries between **************** and *************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below;; and (f4) of the portion of Annual Net Sales between ************ and Drug Product Revenue in Valid Claim Countries above ************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below;*. (gb) In any country within the Territory ("No Valid Claim Countries") where there is (1) no Valid Claim and (2) pending claim under the Arena Patent Rights covering either the manufacture of the Drug Product in such country of the manufacture or the use or sale of the Drug Product in the country of sale until any patent including the Valid Claim has been granted, such pending claim has been abandoned on a country by country basis or twenty (20) years has passed from the Effective Date, whichever occurs first: (1) of the portion of Annual Net Sales Drug Product Revenue in No Valid Claim Countries between *************************; and (2) of the portion of Annual Drug Product Revenue in No Valid Claim Countries between *********************************; and (3) of the portion of Annual Drug Product Revenue in No Valid Claim Countries between ************** and ************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below;; and (h4) of the portion of Annual Net Sales greater than Drug Product Revenue in No Valid Claim Countries above ************ shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2***.

Royalty Payment. For each Drug Product sold by Lillx(a) Subject to the provisions of Section 7.1(d), Xxxxx Xxxiliates, and any sublicensees of Lilly or its Affiliates, Lilly ICI shall pay to Arena for any and all CART Identified Ingredient(s) of ICI, or any Licensee of ICI, that incorporates an Ingredient Discovered During the Feasibility Study or an Ingredient Discovered During the Exclusivity Period, a royalty payments payment based upon Net Sales on Annual Revenue of such CART Identified Ingredient(s) in the aggregate as set forth below; such royalty payment shall be made within three (3) months of December 31 for the Annual period to which the Net Sales applies as followsAnnual Revenue applies: (a1) shall be due where the Annual Net Sales is less than ************, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (b) of the portion of Annual Net Sales between ************ and *********** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (c) of the portion of Annual Net Sales between ************ and ************* shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (d) of the portion of Annual Net Sales between ************** and ************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (e) of the portion of Annual Net Sales between ************** and [*************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (f) ] of the portion of Annual Net Sales Revenue between [*******] and [************ and ]; and (2) [************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (g) *] of the portion of Annual Net Sales Revenue between [********] and [********]; and (3) [************** ***] of the portion of Annual Revenue between [********] and [*********]; and (4) [************** shall be due from Lilly to Arena, and such Net Sales shall be CPI Indexed according to Section 10.2 below; (h) **] of the portion of Annual Net Sales greater than Revenue between [*********] and [*********]; and (5) [************ ****] of the portion of Annual Revenue between [*********] and [*********]; and (6) [**************] of the portion of Annual Revenue between [*********] and [*********]. The Parties agree that prior to the completion of the Feasibility Study, the Parties shall meet and shall determine, in good faith, reasonable royalty payments with respect to (i) Annual Revenue derived form the sale of a CART Identified Ingredient(s) by ICI to an organization owned and/or controlled by ICI, including, but not limited to, an ICI Affiliate, and (ii) Annual Revenue derived form the sale of a product containing a CART Identified Ingredient(s) by ICI to a Third Party and/or an organization owned and/or controlled by ICI, including, but not limited to, an ICI Affiliate. (b) ANNUAL REVENUE OVER [*********]. The Parties agree to negotiate in good faith a royalty to be paid by ICI to Arena which will apply to the Annual Revenue which exceeds [*********] in the aggregate. (c) REDUCED ROYALTY FEES. The royalty payment set forth in Section 7.1(a) shall be due from Lilly to Arenareduced by [***************] for any Ingredient Discovered During the Feasibility Study or Ingredient Discovered During the Exclusivity Period when such ingredient was (i) in ICI development as of the Effective Date, and (ii) set forth on APPENDIX C. (d) CERTAIN INGREDIENTS NOT SUBJECT TO ROYALTY FEES. The royalty payment set forth in Section 7.1(a) shall not apply to ICI's existing ingredients which are listed on APPENDIX D, unless such Net Sales shall an ICI existing ingredient listed on APPENDIX D becomes the subject of a pending or issued patent that includes Arena Technical Information. In that case, the royalty payment would be CPI Indexed according to Section 10.2on sales above the existing level at the time of the patent application was filed.