Common use of Royalty Payments to ATMI Clause in Contracts

Royalty Payments to ATMI. IM shall pay royalties to ATMI of [*] percent [*] of the gross sales proceeds arising from ATMI’s successful brokering the sale of an element of the Wets Workflow to a Strategic Account, after the Addendum Effective Date, and on or before [*]. ATMI shall only be deemed to have successfully brokered the sale if the Strategic Account (a) issues a purchase order acceptable to IM, and (b) signs an agreement for the purchase of an element of the Wets Workflow, under terms and conditions that are substantially identical to those set forth in the Agreement (except for terms relating to exclusivity and volume discounts, and terms relating to the Alliance Agreement). No royalties under this Section 5.1 shall be payable except in connection with the sale of an element of a Wets Workflow to a Strategic Account through the efforts of ATMI. Moreover, in no event shall any royalty be payable to ATMI in connection with any sale by IM of a Wets Workflow element to IBM Corporation, except by mutual agreement of the parties; however, such agreement can be withheld by either party in its sole discretion. Furthermore, as used in this Section, “gross sales proceeds” shall consist of the sale price of the Wets Workflow element, excluding royalties payable by the Strategic Account to IM, and excluding the price of annual warranties and licenses after the first year, and less the following: (i) Third Party sales commissions, allowances, discounts, including cash discounts, rebates and returns all to the extent actually given in the trade by IM or its affiliates; (ii) sales, excise and similar taxes (including but not limited to any value added tax or withholding taxes) or duties; and (iii) insurance and freight.