Royalty Payments on Net Sales Sample Clauses

Royalty Payments on Net Sales. (a) Net Sales of Product as follows: (i) two per cent (2%) on Net Sales in a calendar year up to one hundred million Euro (€100,000,000); and (ii) three per cent (3%) on Net Sales in a calendar year in excess of one hundred million Euro (€100,000,000). (b) A royalty on Net Sales of the Product shall only be payable: (i) if at the time of sale the sale of the Product is covered by a Valid Claim in the country of sale, (ii) if at the time of sale there is Orphan Drug Exclusivity for the Product in the country of sale; or (iii) in relation to the first Product to achieve First Commercial Sale in any country of the Territory, until the last to occur of (a) the expiration of the last Valid Claim covering the Product in the country of sale, (b) the expiration of Orphan Drug Exclusivity for the Product in the country of sale, or (c) fifteen years (15) from the date of the First Commercial Sale of such Product in any country of the Territory, provided that such period follows the expiration of the last Valid Claim in the applicable country of sale. (c) If the royalty on Net Sales relates to a Combination Product, (i) the royalty rate in Clause 6.1.2(a)(i) shall not be reduced below [***], and (ii) the royalty rate in Clause 6.1.2(a)(ii) shall not be reduced below [***]. (d) The determination as to the applicable royalty rates in this Clause 6.
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Royalty Payments on Net Sales. 5.3.1 Kowa will pay royalties on all Net Sales of the Licensed Product in the Territory during the period commencing with the First Commercial Sale of the Licensed Product in the Territory and ending on the later of the (i) expiration of the last to exist Valid Claim covering the manufacture, use, offer for sale, sale or importation of the Licensed Product in the Territory and (ii) 10th anniversary of the First Commercial Sale (the “Royalty Term”). Upon expiration of the Royalty Term and payment of all royalties owed for sales of Licensed Product occurring prior thereto, the licenses to Kowa under this Agreement will be deemed irrevocable and non-terminable (and will survive termination of this Agreement for any reason), and upon payment of all royalties due based on Net Sales occurring during the Royalty Term in the Territory for the Licensed Product and of all Sales Milestone Payments achieved and owed under Section 5.4, such license will be deemed fully paid-up and royalty-free. 5.3.2 Kowa will incur royalties on Net Sales (based on the cumulative Net Sales of the Licensed Product in the Territory during the Royalty Term in a given calendar year) at the rates set forth below, as the same may be adjusted pursuant to Section 5.3.3: Net Sales up to and including $[ * ] [ * ]% Net Sales of more than $[ * ] [ * ]% For illustrative purposes only, if Net Sales for a calendar year during the Royalty Term are $1.5 billion, the royalties payable by Kowa to CymaBay for such calendar year would be an aggregate of $[ * ], calculated as follows: [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 5.3.3 Upon the beginning of Generic Competition, the royalty rates set forth in Section 5.3.2 will be reduced by [ * ]%; provided, however, that if the foregoing Generic Competition is solely due to the launch of a generic equivalent by a Third Party based on an ANDA (“At-Risk Launch”) and (a) the At-Risk Launch is subsequently the subject of a final and unappealable court order requiring the cessation of sales of the unlicensed product that is the subject of the At-Risk Launch, or (b) the Third Party ceases sales of the unlicensed product that is the subject of the At-Risk Launch, by agreement or otherwise, upon the cessation of sales of the unlicensed product by such Third Party, th...
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Royalty Payments on Net Sales. 4.4.1. Licensee shall pay Harvard an amount equal to percent ( %) of annual Net Sales. With respect to each Licensed Product, royalties will be payable on a country- by-country basis, for so long as the making, using or selling of the Licensed Product is covered by a Valid Claim in the country in which such Licensed Product is made, used or sold.
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Royalty Payments on Net Sales. Licensee shall pay Harvard an amount equal to
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Royalty Payments on Net Sales shall continue to be due on a country-by-country basis, Product-by-Product basis from the date of the First Commercial Sale to the expiry of the last Valid Claim of the Licensed Patents.
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Royalty Payments on Net Sales. 5.4.1 OPI will pay royalties on Net Sales of each Licensed Product on a country-by-country basis until the first to occur of: (i) eight (8) years after the first Net Sales for which a royalty is due under this Section 5.4 occurs in such country and (ii) Generic Competition in such country (“Royalty Term”). Upon expiration of the applicable Royalty Term in a country for a Licensed Product, the license granted for such Licensed Product in such country will be deemed irrevocable and non-terminable (and will survive termination of this Agreement for any reason), and upon payment of all royalties due based on Net Sales occurring during the Royalty Term in such country for the Licensed Product, such license will be deemed fully paid-up and royalty-free. 5.4.2 OPI will incur royalties on Net Sales (based on the cumulative Net Sales of all Licensed Products during all Royalty Terms worldwide in a given calendar year) at the following rates: (a) for the portion of Net Sales that is less than or equal to *** in a calendar year; plus (b) for the portion of Net Sales that is greater than *** and less than or equal to *** in a calendar year; plus (c) for the portion of Net Sales that is greater than *** in a calendar year. 5.4.3 If either (a) OPI, its Affiliate or its Sublicensee determines in good faith that in order to avoid potential infringement of any Blocking Third Party Patent Rights it is advisable to obtain a license from any Third Party(ies) to exploit any Licensed Product(s) in one or more country(ies), or (b) OPI, its Affiliate or its Sublicensee of the Licensed Patents or Licensed Technology is required by an order, judgment or similar action of a Governmental Authority to pay royalties or other amounts for the exploitation of any Licensed Product(s) in one or more country(ies) due to infringement of Blocking Third Party Patent Rights, then (c) OPI may deduct from any of the amounts due from OPI under this Agreement, *** of such amounts actually paid by OPI, its Affiliate(s) or its Sublicensee(s) to such Third Party(ies) for the Blocking Third Party Product Rights. The total amount to be deducted may be applied to any of the amounts due from OPI under this Agreement, provided, however, that no single amount due to Licensors under this Agreement (e.g., royalties for a calendar quarter or a milestone payment) may be reduced by more than *** of the amount otherwise due to the Licensors. If needed, OPI may deduct the total amount to be deducted from multiple p...
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Royalty Payments on Net Sales. Within 60 days after the last day of a calendar quarter during the Term and during the Post-Termination Period, the Company shall deliver to the University its check for royalty payments on Net Sales in an amount equal to the Royalty Rate multiplied by the Net Sales of Licensed Products sold, leased, or otherwise disposed of to a third party that is not an Affiliate of the Company less (a) the amount of any fees (such as awards or settlement amounts payable to third parties for past infringement as a result of a credible threat of litigation or actual litigation) and (b) any lump sum and/or periodic royalties the Company shall be required pay to any third party to license intellectual property rights, including but not limited to any patent rights as either (i) a result of patent infringement litigation against the Company as referred to in Article 7.2, or (ii) that are necessary or commercially desirable to permit the Company to manufacture, sell, lease, or otherwise dispose of Product. The deduction from royalty payments on Net Sales in connection with any fees, lump sums, or periodic royalties to any third party shall not exceed the aggregate of the lesser of 1/2 of the royalty paid by the Company to any such third party or [*%] of Net Sales of any such third party, otherwise due the University if no such deduction were allowed.
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Related to Royalty Payments on Net Sales

  • Royalty Payments (1) Royalties shall accrue when Licensed Products are invoiced, or if not invoiced, when delivered to a third party or Affiliate. (2) LICENSEE shall pay earned royalties quarterly on or before February 28, May 31, August 31 and November 30 of each calendar year. Each such payment shall be for earned royalties accrued within LICENSEE’s most recently completed calendar quarter. (3) Royalties earned on sales occurring or under sublicense granted pursuant to this Agreement in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income, except that all payments made by LICENSEE in fulfillment of UNIVERSITY’s tax liability in any particular country may be credited against earned royalties or fees due UNIVERSITY for that country. LICENSEE shall pay all bank charges resulting from the transfer of such royalty payments. (4) If at any time legal restrictions prevent the prompt remittance of part or all royalties by LICENSEE with respect to any country where a Licensed Product is sold or a sublicense is granted pursuant to this Agreement, LICENSEE shall convert the amount owed to UNIVERSITY into US currency and shall pay UNIVERSITY directly from its US sources of fund for as long as the legal restrictions apply. (5) LICENSEE shall not collect royalties from, or cause to be paid on Licensed Products sold to the account of the US Government or any agency thereof as provided for in the license to the US Government. (6) In the event that any patent or patent claim within Patent Rights is held invalid in a final decision by a patent office from which no appeal or additional patent prosecution has been or can be taken, or by a court of competent jurisdiction and last resort and from which no appeal has or can be taken, all obligation to pay royalties based solely on that patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision. LICENSEE shall not, however, be relieved from paying any royalties that accrued before the date of such final decision, that are based on another patent or claim not involved in such final decision, or that are based on the use of Technology.

  • 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.

  • Earned Royalties In partial consideration of the License and subject to Sections 3.7 and 3.8, Company will pay to Penn: (i) a graduated royalty as set forth in the table below based upon worldwide annual Net Sales made by Company and its Affiliates (but not sublicensees) of any Designated Compound Sold for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Assigned BMS Patents that is licensed to Company under the License (but no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales made by Company and its Affiliates (but not sublicensees) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty shall be due hereunder on the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) and (ii) above, then the higher rate of clause (i) shall apply. Only one royalty shall be due hereunder on the Sale of a Licensed Product even if the manufacture, use, sale, offer for sale or importation of such Licensed Product infringes more than one Valid Claim of the Penn Patent Rights.

  • Running Royalties Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.

  • Earned Royalty In addition to the annual license maintenance fee, ***** will pay Stanford earned royalties (Y%) on Net Sales as follows:

  • Net Sales The term “

  • Royalties This agreement entitles the author to no royalties or other fees. To such extent as legally permissible, the author waives his or her right to collect royalties relative to the article in respect of any use of the article by the Journal Owner or its sublicensee.

  • Royalty Rate Licensee shall pay to Licensor three percent (3%) of the first $25 million of Revenues received by Licensee or its Affiliates, and two percent (2%) of all additional Revenues received by Licensee or its Affiliates, subject to reductions pursuant to Sections 4.2.2 and 4.2.3.

  • Minimum Royalties If royalties paid to Licensor do not reach the minimum royalty amounts stated in Section 3.3 of the Patent & Technology License Agreement for the specified periods, Licensee will pay Licensor on or before the Quarterly Payment Deadline for the last Contract Quarter in the stated period an additional amount equal to the difference between the stated minimum royalty amount and the actual royalties paid to Licensor.

  • Royalty Beglend shall pay royalties to InNexus equal to 3% of Net Sales Revenue, calculated and payable as follows: (a) any Royalty payable hereunder shall be calculated on a Product by Product basis for each jurisdiction (each a "Market Area")in which any such Product is sold; (b) the period for which Beglend is required to pay a Royalty hereunder shall commence upon the first Launch of Product in a particular Market Area, and shall continue for the patent life of any Patents comprising the Licensed Technology or any Joint Patents which may hereafter be filed with respect to such Product or upon which such Product is based in that Market Area (the "Royalty Payment Period"); (c) the first Royalty payment shall be calculated for the broken period commencing from the date of the first Launch of Product to and including the last day of Beglend's fiscal year in which the Launch of Product took place; and any succeeding Royalty payments shall be calculated from the first day until the last day of the corresponding fiscal year; and all Royalty payments shall be payable by cheque, cash, or bank draft, to InNexus' order, and shall be paid within 180 days of the completion of Beglend's fiscal year corresponding to that payment; provided that, notwithstanding the foregoing, Beglend shall pay quarterly installments of the estimated amount of Royalty payments due for each fiscal quarter completed after the date of Launch of Product, which shall be payable within 90 days after the end of each such quarter, and shall, when calculating the amount of Royalty due for that fiscal year in accordance with sub-section 6.5(c), adjust the installment payable for the final quarter in each fiscal year to reflect Beglend's estimate of the actual amount payable, after accounting for each of the prior payments made in that fiscal year; and Beglend shall pay all royalties in the currencies in which the revenues giving rise to such payment obligation are received by Beglend unless otherwise agreed in writing between the parties; (d) On or before 180 days following the end of each fiscal year of Beglend after the first Launch of Product, Beglend shall deliver to InNexus a statement indicating, in reasonable detail, as of the last day of the immediately preceding fiscal year, the calculation of Net Sales Revenue for each Product sold in each Market Area and the aggregate of the Royalty payable with respect to each such Product and each such Market Area for such year; (e) Beglcnd will maintain up to date and complete records for the production and sale of Products in each Market Area including accounts, records, statements, the amount of free Products and sample Products distributed, Product returns relating to sales and marketing of the Product, and InNexus or its agent shall have the right at all reasonable times, including for a period of 12 months following the expiration or termination of this Agreement, to inspect such accounts, records and statements and make copies thereof at their own expense for the purpose of verifying the amount of Royalty payments to be made by Beglend to InNexus pursuant hereto; and InNexus shall have the right at its own expense to have such accounts audited by independent auditors once each year; (f) Beglend shall have an audited statement prepared by its auditors (which shall be qualified certified public accountants or chartered accountants) for each year with respect to the Royalty payable to InNexus hereunder, by 180 days following the end of each fiscal year, and Beglend shall forthwith deliver a copy of such statement to InNexus; (g) All Royalty payments shall be considered full and final satisfaction of all obligations of Beglend making the same in respect thereof if such payments or the calculations in respect thereof are not disputed by InNexus within 180 days after receipt by InNexus of the audited statement referred to in subsection 6.5(f) hereof; and any disputes under this subsection shall be decided by arbitration as herein provided; (h) for the purpose of calculating Royalties, revenue shall be deemed to have been received when it has actually been received in the form of cash or credit or by way of any measurable benefit, advantage or concession; and in the event of any partial payment, the Royalty otherwise payable shall be pro-rated accordingly; in no event will Beglend be obligated to pay Royalties more than once in respect of any revenue received by it or its associates, affiliates, licensees or sub-licensees in connection with any single transaction (i.e. no "double" Royalties); and (i) for any product containing both a pharmaceutically active agent which causes it to be considered a Product and one or more other pharmaceutically active agents which are not Products (each a "Combination Product"), the parties shall in good faith negotiate and agree to an appropriate adjustment to the Net Sales Revenue to reflect the relative contribution of each Product and each other pharmaceutically active agent which is not a Product to the Combination Product; and if, after good faith negotiations (not to exceed ninety (90) days in duration unless extended by mutual agreement), the parties can not agree to an appropriate adjustment, Net Sale Revenue shall be equal to Net Sales of the Combination Product multiplied by a fraction, the numerator of which is the reasonable fair market value of the Compounds contained in the Combination Product and the denominator of which is the reasonable fair market value of all pharmaceutically active agents contained in the Combination Product, as determined by arbitration.

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