Royalty Rates. (i) Licensee shall pay Licensor a royalty of []* (the "Patent Royalty") on quarterly Net Sales of Licensed Product by Licensee, its Affiliates ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. and Permitted Sublicensees in countries where at least one Valid Claim exists during all periods of such existence. Such royalty shall be payable on a country-by-country basis until the expiration of the last remaining Valid Claim in any such country.
(ii) In the case of countries in which the Patent Rights consist solely of patent applications, Licensee shall pay Licensor the Patent Royalty on quarterly Net Sales of Licensed Product by Licensee, its Affiliates and Permitted Sublicensees in such countries until the first to occur of []* Upon the []* Licensee shall pay Licensor a royalty of []* (the "Know-How Royalty") on quarterly Net Sales of Licensed Product by Licensee, its Affiliates and Permitted Sublicensees in such country for []* provided, however, that upon issuance of a Valid Claim in such country at any time thereafter, Licensee shall pay Licensor in accordance with subsection (i) above.
(iii) Licensee shall pay Licensor the Know-How Royalty on quarterly Net Sales of Licensed Product by Licensee, its Affiliates and Permitted Sublicensees, in countries where no Patent Rights exist and in countries where the only existing Patent Rights have, for a period of []* been patent applications, for a period of []* PROVIDED, HOWEVER, that if at any time thereafter Patent Rights come to exist in any such country, Licensee shall pay royalties to Licensor in accordance with subsection (i) or (ii) above as appropriate. In no event shall the Know-How Royalty be payable in respect of any Net Sales upon which the Patent Royalty is payable.
Royalty Rates. The following royalty rates shall apply to the respective tiers of aggregate Calendar Year Net Sales of a Product in the Territory, on an incremental basis, as follows: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For example, if Net Sales of a Product in the Territory, for a given Calendar Year, are US$3,500 million, then royalties owed to lcagen on such Net Sales of such Product for that Calendar Year shall equal US$ [***] (US$ [***]) calculated as follows: [[***]] = US$[***] royalty payment.
Royalty Rates. In further consideration of the licenses and other rights granted to NVS under this Agreement, during the Royalty Term for a Product in a country (other than for U.S. [***] Products), NVS will pay HMI royalties based on the aggregate Net Sales by NVS, its Affiliates, and its Sublicensees in a Calendar Year of (a) all Ophthalmic Products during the Royalty Term for each such Product in such country at the rates set forth in Table 11.7.1(a) below, (b) all [***] Products in the Ex-Vivo Field during the Royalty Term for each such Product in such country at the rates set forth in Table 11.7.1(b) below, and (c) all In-Vivo [***] Products outside of the U.S. during the Royalty Term for each such Product in such country at the rates set forth in Table 11.7.1(c) below. The royalty payments made pursuant to this Section 11.7.1 (Royalty Rates), the “Royalties” and the rates set forth in Table 11.7.1(a), Table 11.7.1(b), and Table 11.7.1(c), the “Royalty Rates.”
(a) Royalty Rates for Ophthalmic Products
(b) Royalty Rates for [***] Products in the Ex-Vivo Field Net Sales of all [***] Products in the Ex-Vivo Field Royalty Rate Royalty Floor [***] [ ***]% [ ***]% [***] [ ***]% [ ***]% [***] [ ***]% [ ***]%
(c) Royalty Rates for In-Vivo [***] Products Net Sales of all In-Vivo [***] Products outside of the U.S. Royalty Rate Royalty Floor [***] [ ***]% [ ***]% [***] [ ***]% [ ***]% [***] [ ***]% [ ***]% By way of example only, if NVS receives $[***] in Net Sales of all Ophthalmic Products during a given Calendar Year, then the Royalties payable by NVS under this Section 11.7.1 (Royalty Rates) with respect to such Ophthalmic Products during such Calendar Year would be calculated as follows: Royalty = [***] = $[***] + [***] = $[***] + [***] = $[***] = $[***]
Royalty Rates. Subject to the terms and conditions of this Agreement, Licensee shall pay to Merck royalties on Net Sales of Licensed Product on a country-by-country basis in an amount equal to: [***].
Royalty Rates. Subject to the treatment of Combination Products as provided in the definition of Net Sales in Section 1.186, for each Product or Other Licensed Product, AstraZeneca shall pay Targacept a royalty based on AZ Net Sales of such Product or Other Licensed Product in each Calendar Year (or partial Calendar Year) at the following rates:
(1) Ispronicline Products, IND-Ready Option Products and POC Option Products: For that portion of AZ Net Sales of such Product that are less than or equal to [********] [********] [********] [********] For that portion of AZ Net Sales of such Product that exceed [********] and are less than or equal to [********] [********] [********] [********] For that portion of AZ Net Sales of such Product that exceed [********] and are less than or equal to [********] [********] [********] [********] For that portion of AZ Net Sales of such Product that exceed [********] and are less than or equal to [********] [********] [********] [********] For that portion of AZ Net Sales of such Product that exceed [********] [********] [********] [********]
(2) All other Products (other than Products that only contain Other Licensed Compounds), including, for clarity, Products containing any Licensed Derivatives with respect to Ispronicline, IND-Ready Option Candidate Drugs and POC Option Candidate Drugs: For that portion of AZ Net Sales of such Product that are less than or equal to [********] [********] For that portion of AZ Net Sales of such Product that exceed [********] and are less than or equal to [********] [********] For that portion of AZ Net Sales of such Product that exceed [********] [********]
(3) For each product that contains one or more Other Licensed Compounds, the Exploitation of which would infringe one or more Other Licensed Product Royalty-Bearing Claims in the absence of the license grants under the Targacept Patent Rights set forth in Section 8.1 (each, an “Other Licensed Product”), the Parties shall negotiate in good faith an appropriate royalty rate for the licenses granted under Section 8.1 with respect to such Targacept Patent Right(s) based on such rates as are then customary for unblocking patent licenses for comparable Patent Rights and, if and to the extent that such Targacept Patent Rights provide exclusivity with respect to such Other Licensed Product, the value of such exclusivity; provided that in the event the Parties are unable to agree, such matter shall be referred to an Expert for resolution in accordance with ...
Royalty Rates. In further consideration of the NOVACEA Licenses, NOVACEA shall pay XXXXXX XXXXX a royalty (the “Patent and Know-How Royalty”) as set forth below.
(a) the Patent and Know-How Royalty rate shall be [*] percent ([*]%) on the Net Sales of each dosage form of (i) the Licensed Product and (ii) Improvements that NOVACEA, its Affiliates and/or its permitted sublicensees (if applicable) make in each country of the NOVACEA Territory;
(b) the Parties acknowledge that the sale by NOVACEA of Licensed Product during the Royalty Term may be affected by competition from Third Parties that, for whatever reason, have chosen to compete notwithstanding the XXXXXX XXXXX Patents. In the event that there are lawful sales of a Generic Product in any Quarter during the Royalty Term, the royalty rate applicable to Net Sales of Licensed Product and Improvements during such Quarter shall be determined by the formula W = X x (Y-Z), in which “W” is the applicable royalty rate, “X” is [*], “Y” is 100 % and “Z” is the number of percentage points of Market Share, rounded to the nearest whole percentage point, captured by such Generic Product during such Quarter; provided, however, that in no event shall the applicable Patent and Know-How Royalty rate be less than [*] percent ([*]%);
(c) with respect to sales of a Competing Product other than lawful sales of a Generic Product, when such Competing Product takes a Market Share in excess of [*]% for any Quarter in a country of the NOVACEA Territory, the Patent and Know-How Royalty rate applicable to Net Sales made in such country shall be reduced to [*] percent ([*]%) for such Quarter;
(d) for purposes of this Section 11.3.1, “Market Share” shall be based on the grams of Compound (expressed as base) in unit sales of Generic Product (when considered for purposes of Clause (b) above) or other Competing Product (when considered for purposes of Clause (c) above) made by the applicable Third Party(ies) in the subject country of the NOVACEA Territory, divided by the sum of (i) the grams of Compound (expressed as base) in unit sales of Generic Product or other Competing Product, as the case may be, made by Third Party(ies) and (ii) the grams of Compound (expressed as base) in unit sales for such form of the Licensed Product made by NOVACEA in the subject country of the NOVACEA Territory. Unit sales of Generic Product or other Competing Product shall be determined by the sales reported by IMS America Ltd. of Plymouth Meeting, Pennsylvania (“IMS”) or...
Royalty Rates. In consideration for the license and rights granted herein, Licensee agrees to pay to XT royalties of [***] of Net Sales of Products by it and its Affiliates and Sublicensees.
Royalty Rates. Genocea shall pay to Isconova royalties on a Licensed Product-by-Licensed Product and country-by-country basis in the amount of the applicable royalty rates set forth in the following table. Such royalties rates are dependent on both (a) the stage of Development of a Licensed Product, during which Genocea enters into a definitive agreement with a Third Party, if any, pursuant to which the Third Party shall perform or control a substantial part of or all of the Development and Commercialization activities with regards to such Licensed Product and such country(-ies) (such agreement, a “Partnership”); provided, however, that agreements with Third Party service providers (e.g. contract manufacturers, development and/or formulation services providers, pre-clinical service providers and clinical service providers) shall not constitute a Partnership hereunder; and (b) the Net Sales obtained by Genocea, its Affiliates or Sublicensees from the sale of each Licensed Product in the Territory during each Contract Year. For example, if Genocea enters into a Partnership for Licensed Products A, B and C for China, but not for Licensed Products D, E and F, then a Partnership shall be deemed to exist solely with respect to Licensed Products A, B, C in China, but not for (i) Licensed Products A, B, C in any other country in the Territory or (ii) Licensed Products D, E and F anywhere in the Territory. Under $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% Over $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% The royalty rates set forth in the table above shall apply only to that portion of the Net Sales in a Contract Year of a particular Licensed Product that fall within the indicated range. For example, if the Net Sales of a particular Licensed Product (for which Genocea entered into a Partnership following submission of an IND but prior to the commencement of a Phase 3 Clinical Trial) equal $1.25 billion, the total royalty for such Licensed Product during the corresponding Contract Year would be equal to the specified royalty rate for the first $[* * *] of Net Sales of such Licensed Product ([* * *]) and the specified royalty rate for the second $[* * *] of Net Sales ([* * *]): ($[* * *]%) + ($[* * *]%) = $[* * *] million.
Royalty Rates. Subject to Sections 5.4.2, 5.4.3, 5.4.4 and 5.4.5, on a Product-by-Product basis, Vertex will pay Company non-refundable, non-creditable royalties based on the aggregate Net Sales of all Products sold by Vertex, its Affiliates or Sublicensees in the Field in the Territory during a Calendar Year at the rates set forth in the table below. The obligation to pay royalties will be imposed only once with respect to the same unit of a Product. Portion of Annual Net Sales up to and including $[***] [***]% Portion of Annual Net Sales that exceeds $[***] up to and including $[***] [***]% Portion of Annual Net Sales that exceeds $[***] [***]%
Royalty Rates. In addition to the payments under Section 4.1.1, in consideration for the rights granted to Nestlé under this Agreement, Nestlé will pay the Company the marginal royalties set forth below in this Section 4.2.1 on the Net Sales of the Products during each Calendar Year in each Territory, as such may be adjusted pursuant to the terms hereof. [**] [**] [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
