Common use of Royalty Percentages Clause in Contracts

Royalty Percentages. During the Term, but subject to any applicable offsets contained herein, KHK will pay to Medgenics royalties on Royalty-Bearing Sales or Sublicensing Royalties, as applicable, on a country-by-country basis, subject to any applicable offsets or reductions pursuant to Section 8.5.2, 8.5.3, and/or 8.5.4, at the rate of: (a) ***** (the “EU Royalty Rate”) of (i) Royalty-Bearing Sales by KHK and its Affiliates in the Field in the European Union and (ii) Sublicensing Royalties resulting from sales in the Field in the European Union; (b) ***** (the “KHK Territory Royalty Rate”) of (i) Royalty-Bearing Sales by KHK and its Affiliates in the Field outside of the Territory and outside of the European Union and (ii) Sublicensing Royalties resulting from sales in the Field outside of the Territory and outside of the European Union; (c) ***** (the “Other Royalty Rate”) of (i) Royalty-Bearing Sales by KHK and its Affiliates outside of the Field outside of the Territory and (ii) Sublicensing Royalties resulting from sales outside of the Field outside of the Territory; and (d) ***** (as adjusted, if applicable, pursuant to the following sentence, the “Territory Royalty Rate”) of Royalty-Bearing Sales by KHK and/or its Affiliates in the Territory and Sublicensing Royalties resulting from sales in the Territory. In the event that Medgenics’ Net Sales of Licensed Products in a country in the Territory experience a Significant Impact as a result of KHK or any of its Related Parties commercializing Licensed Product in the Territory, the Parties will negotiate in good faith to increase the Territory Royalty Rate for such country to offset the Significant Impact, which Territory Royalty Rate will not exceed ***** in any country. ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

Appears in 1 contract

Samples: License Agreement (Medgenics, Inc.)

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Royalty Percentages. During the Term, but subject to any applicable offsets contained herein, KHK KKC will pay to Medgenics AEVI royalties on Royalty-Bearing Sales or Sublicensing Royalties, as applicable, on a country-by-country basis, subject to any applicable offsets or reductions pursuant to Section 8.5.2, 8.5.3, and/or 8.5.4, at the rate of: (a) (***** ) (the “EU Royalty Rate”) of (i) Royalty-Bearing Sales by KHK and its Affiliates in the Field in the European Union and (ii) Sublicensing Royalties resulting from sales in the Field in the European Union; (b) ***** (the “KHK KKC Territory Royalty Rate”) of (i) Royalty-Bearing Sales by KHK KKC and its Affiliates in the Field outside of the Territory and outside of the European Union and (ii) Sublicensing Royalties resulting from sales in the Field outside of the Territory and outside of the European UnionTerritory; (cb) (***** ) (the “Other Royalty Rate”) of (i) Royalty-Bearing Sales by KHK and KKC and/or its Affiliates outside of the Field outside of the Territory and (ii) Sublicensing Royalties resulting from sales outside of the Field outside of the Territory; and (dc) (***** ) (as adjusted, if applicable, pursuant to the following sentence, the “Territory Royalty Rate”) of Royalty-Bearing Sales by KHK and/or KKC and its Affiliates in the Territory and Sublicensing Royalties resulting from sales in the Territory. In the event that Medgenics’ AEVI’s Net Sales of Licensed Products in a country in the Territory experience a Significant Impact as a result of KHK KKC or any of its Related Parties commercializing Licensed Product in the Territory, the Parties will negotiate in good faith to increase the Territory Royalty Rate for such country to offset the Significant Impact, which Territory Royalty Rate will not exceed (***** ) in any country. ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

Appears in 1 contract

Samples: License Agreement (Cerecor Inc.)

Royalty Percentages. During the Term, but subject to any applicable offsets contained herein, KHK will pay to Medgenics royalties on Royalty-Bearing Sales or Sublicensing Royalties, as applicable, on a country-by-country basis, subject to any applicable offsets or reductions pursuant to Section 8.5.2, 8.5.3, and/or 8.5.4, at the rate of: (a) ***** (the “EU Royalty Rate”) of (i) Royalty-Bearing Sales by KHK and its Affiliates in the Field in the European Union and (ii) Sublicensing Royalties resulting from sales in the Field in the European Union; (b) ***** (the “KHK Territory Royalty Rate”) of (i) Royalty-Bearing Sales by KHK and its Affiliates in the Field outside of the Territory and outside of the European Union and (ii) Sublicensing Royalties resulting from sales in the Field outside of the Territory and outside of the European UnionTerritory; (cb) ***** (the “Other Royalty Rate”) of (i) Royalty-Bearing Sales by KHK and and/or its Affiliates outside of the Field outside of the Territory and (ii) Sublicensing Royalties resulting from sales outside of the Field outside of the Territory; and (dc) ***** (as adjusted, if applicable, pursuant to the following sentence, the “Territory Royalty Rate”) of Royalty-Bearing Sales by KHK and/or and its Affiliates in the Territory and Sublicensing Royalties resulting from sales in the Territory. In the event that Medgenics’ Net Sales of Licensed Products in a country in the Territory experience a Significant Impact as a result of KHK or any of its Related Parties commercializing Licensed Product in the Territory, the Parties will negotiate in good faith to increase the Territory Royalty Rate for such country to offset the Significant Impact, which Territory Royalty Rate will not exceed ***** in any country. ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

Appears in 1 contract

Samples: License Agreement (Medgenics, Inc.)

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Royalty Percentages. During the Term, but subject to any applicable offsets contained herein, KHK KKC will pay to Medgenics AEVI royalties on Royalty-Bearing Sales or Sublicensing Royalties, as applicable, on a country-by-country basis, subject to any applicable offsets or 38 reductions pursuant to Section 8.5.2, 8.5.3, and/or 8.5.4, at the rate of: (a) (***** ) (the “EU Royalty Rate”) of (i) Royalty-Bearing Sales by KHK KKC and its Affiliates in the Field in the European Union and (ii) Sublicensing Royalties resulting from sales in the Field in the European Union; (b) (***** ) (the “KHK KKC Territory Royalty Rate”) of (i) Royalty-Bearing Sales by KHK KKC and its Affiliates in the Field outside of the Territory and outside of the European Union and (ii) Sublicensing Royalties resulting from sales in the Field outside of the Territory and outside of the European Union; (c) (***** ) (the “Other Royalty Rate”) of (i) Royalty-Bearing Sales by KHK KKC and its Affiliates outside of the Field outside of the Territory and (ii) Sublicensing Royalties resulting from sales outside of the Field outside of the Territory; and (d) (***** ) (as adjusted, if applicable, pursuant to the following sentence, the “Territory Royalty Rate”) of Royalty-Bearing Sales by KHK KKC and/or its Affiliates in the Territory and Sublicensing Royalties resulting from sales in the Territory. In the event that Medgenics’ AEVI’s Net Sales of Licensed Products in a country in the Territory experience a Significant Impact as a result of KHK KKC or any of its Related Parties commercializing Licensed Product in the Territory, the Parties will negotiate in good faith to increase the Territory Royalty Rate for such country to offset the Significant Impact, which Territory Royalty Rate will not exceed (***** ) in any country. ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

Appears in 1 contract

Samples: License Agreement (Cerecor Inc.)

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