Common use of Royalty Rates Clause in Contracts

Royalty Rates. As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.7.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product-by-Licensed Product basis, AbbVie shall pay to Licensor a royalty on Net Sales of each Licensed Product (whether or not an Initial Licensed Product or a Follow-On Product) in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during each Calendar Year at the following rates: [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Net Sales in the Territory of each Licensed Product containing the same Licensed Compound in a Calendar Year Royalty Rate For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] but equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] [*] The royalty tiers set forth in the table above shall only aggregate Licensed Products that contain the same Licensed Compounds. For example, if Net Sales for all Licensed Products containing the same Licensed Compound in the Territory during a Calendar Year are [*], and Net Sales for all Licensed Products containing a different Licensed Compound in the Territory during such Calendar Year are [*], then all such Net Sales for both sets of Licensed Products during such Calendar Year shall bear a royalty rate of [*]. With respect to each Licensed Product in each country or other jurisdiction in the Territory, from and after the expiration of the Royalty Term for such Licensed Product in such country or other jurisdiction, Net Sales of such Licensed Product in such country or other jurisdiction shall be excluded for purposes of calculating the Net Sales thresholds and ceilings set forth in this Section 6.7.1.

Royalty Rates. As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.7.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product-by-Licensed Product basis, AbbVie (i) Licensee shall pay to Licensor a royalty of []* (the "Patent Royalty") on quarterly Net Sales of each Licensed Product (whether or not an Initial Licensed Product or a Follow-On Product) in by Licensee, its Affiliates ---------- * This portion of the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction Exhibit has expired) during each Calendar Year at the following rates: [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. Net Sales 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 the Territory countries where at least one Valid Claim exists during all periods of each Licensed Product containing the same Licensed Compound in such existence. Such royalty shall be payable on a Calendar Year Royalty Rate For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] but equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] [*] The royalty tiers set forth in the table above shall only aggregate Licensed Products that contain the same Licensed Compounds. For example, if Net Sales for all Licensed Products containing the same Licensed Compound in the Territory during a Calendar Year are [*], and Net Sales for all Licensed Products containing a different Licensed Compound in the Territory during such Calendar Year are [*], then all such Net Sales for both sets of Licensed Products during such Calendar Year shall bear a royalty rate of [*]. With respect to each Licensed Product in each country-by-country or other jurisdiction in the Territory, from and after 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 Term for such 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 or other jurisdictionfor []* 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 such 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 country, Licensee shall pay royalties to Licensor in accordance with subsection (i) or other jurisdiction (ii) above as appropriate. In no event shall the Know-How Royalty be excluded for purposes payable in respect of calculating the any Net Sales thresholds and ceilings set forth in this Section 6.7.1upon which the Patent Royalty is payable.

Royalty Rates. As further consideration for (i) Licensee shall pay Licensor a royalty of [**] (the rights granted to AbbVie hereunder, subject to Section 6.7.3, commencing upon the First Commercial Sale "Patent Royalty") on quarterly Net Sales of a Licensed Product by Licensee, its Affiliates and Permitted Sublicensees in the Territory, countries where at least one Valid Claim exists during all periods of such existence. Such royalty shall be payable on a Licensed Productcountry-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 basisby Licensee, AbbVie its Affiliates and Permitted Sublicensees in such countries until the first to occur of [**], Licensee shall pay to Licensor a royalty of [**] (the "Know-How Royalty") on quarterly Net Sales of each 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 (whether or not an Initial Licensed Product or a Followi) above. (iii) Licensee shall pay Licensor the Know-On Product) in the Territory (excluding How Royalty on quarterly Net Sales of each 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 [**] or longer, been patent applications, for a period of [**] from the date of first commercial sale of Licensed Product in any country such country; 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 other jurisdiction (ii) above as appropriate. In no event shall the Know-How Royalty be payable in the Territory for respect of any Net Sales upon which the Patent Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during each Calendar Year at the following rates: [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Net Sales in the Territory of each Licensed Product containing the same Licensed Compound in a Calendar Year Royalty Rate For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] but equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] [*] The royalty tiers set forth in the table above shall only aggregate Licensed Products that contain the same Licensed Compounds. For example, if Net Sales for all Licensed Products containing the same Licensed Compound in the Territory during a Calendar Year are [*], and Net Sales for all Licensed Products containing a different Licensed Compound in the Territory during such Calendar Year are [*], then all such Net Sales for both sets of Licensed Products during such Calendar Year shall bear a royalty rate of [*]. With respect to each Licensed Product in each country or other jurisdiction in the Territory, from and after the expiration of the Royalty Term for such Licensed Product in such country or other jurisdiction, Net Sales of such Licensed Product in such country or other jurisdiction shall be excluded for purposes of calculating the Net Sales thresholds and ceilings set forth in this Section 6.7.1payable.

Royalty Rates. As further consideration Subject to the terms and conditions herein (including this Section 11.8 (Royalties), Section 11.9 (Milestone Payment and Royalty Offset for the rights granted to AbbVie hereunderThird Party Payments), subject to Section 6.7.311.11 (Records; Audit Rights), commencing upon the First Commercial Sale Section 14.4.2(e) (Additional Nurix Covenants) and Section 16.6 (Certain Additional Remedies of a Licensed Product Gilead in Lieu of Termination)), Gilead will pay Nurix royalties on Annual Net Sales in the Royalty Territory, on a Licensed Product-by-Licensed Product basis, AbbVie shall pay during the applicable Royalty Term, equal to Licensor a royalty on the following portions of Annual Net Sales of the applicable Licensed Product multiplied by the applicable royalty rate set forth below for such portion of Annual Net Sales in the Royalty Territory during the applicable Royalty Term for each such Licensed Product, as may be adjusted in accordance herewith. For clarity, the royalties (and royalty tiers) will be calculated separately on a Licensed Product-by-Licensed Product basis. i. Portion of Annual Net Sales in the Royalty Territory of a given Licensed Product in a given Calendar Year up to and including [*] [*] ii. Portion of Annual Net Sales in the Royalty Territory of a given Licensed Product in a given Calendar Year above [*] up to and including [*] [*] iii. Portion of Annual Net Sales in the Royalty Territory of a given Licensed Product in a given Calendar Year above [*] [*] The applicable royalty rate set forth in the table above will apply only to that portion of the Annual Net Sales in the Royalty Territory of a given Licensed Product during a given Calendar Year that falls within the indicated range. For clarity: (i) if no royalty is payable on a given unit of Licensed Product (whether or not an Initial Licensed Product or a Follow-On Product) in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which e.g., following the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during each Calendar Year at a given country), then the following rates: [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Net Sales in the Royalty Territory of each such unit of Licensed Product containing the same Licensed Compound in a Calendar Year Royalty Rate For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] but equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] [*] The royalty tiers set forth in the table above shall only aggregate Licensed Products that contain the same Licensed Compounds. For example, if Net Sales for all Licensed Products containing the same Licensed Compound in the Territory during a Calendar Year are [*], and Net Sales for all Licensed Products containing a different Licensed Compound in the Territory during such Calendar Year are [*], then all such Net Sales for both sets of Licensed Products during such Calendar Year shall bear a royalty rate of [*]. With respect to each Licensed Product in each country or other jurisdiction in the Territory, from and after the expiration of the Royalty Term for such Licensed Product in such country or other jurisdiction, Net Sales of such Licensed Product in such country or other jurisdiction shall will not be excluded included for purposes of calculating determining the royalties or royalty tiers; (ii) Net Sales thresholds in the Royalty Territory of a given Licensed Product will not be combined with Net Sales in the Royalty Territory of any other Licensed Product for purposes of determining the foregoing royalties or royalty tiers; and ceilings set forth in this Section 6.7.1(iii) only one (1) royalty will be payable by Gilead to Nurix for each sale of a Licensed Product.

Royalty Rates. As further consideration for Beginning on the rights granted to AbbVie hereunderdate any Program first airs on any medium CTC will pay HM the following royalty (the "Royalty") on items sold by CTC, subject to Section 6.7.3, commencing upon net of returns: (i) 5% of the First Commercial Sale Wholesale Price (as defined below) of a Licensed Product in the Territory, on a Licensed Product-by-Licensed Product basis, AbbVie shall pay to Licensor a royalty on Net Sales of each Licensed Endorsed Product (whether or but not an Initial Licensed Product or a Follow-On less than $1.25 per unit of Endorsed Product) in plus (ii) 5% of the Wholesale Price of Accessories and extended warranties sold separately from the Endorsed Product sold by CTC. The Royalty is payable on all sales of Endorsed Product, regardless of whether the Endorsed Product is sold through the direct response television / infomercial channel, normal retail channels or otherwise. All Basic Grill sold into the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during each Calendar Year at the following rates: [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Net Sales in the Territory of each Licensed Product containing the same Licensed Compound in a Calendar Year Royalty Rate For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] but equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] [*] The royalty tiers set forth in the table above shall only aggregate Licensed Products that contain the same Licensed Compounds. For example, if Net Sales for all Licensed Products containing the same Licensed Compound in the Territory during a Calendar Year are [*], and Net Sales for all Licensed Products containing a different Licensed Compound in the Territory during such Calendar Year are [*], then all such Net Sales for both sets of Licensed Products during such Calendar Year shall bear a royalty rate of [*]. With respect to each Licensed Product in each country or other jurisdiction in the Territory, from and after the expiration of the Royalty Term for such Licensed Product in such country or other jurisdiction, Net Sales of such Licensed Product in such country or other jurisdiction shall be excluded considered Endorsed Products for purposes of calculating the Net Sales thresholds and ceilings set forth Royalty. If CTC is selling Endorsed Product into a country in the Extended Territory, any Basic Grill sold by CTC into such country will be considered an Endorsed Product, except as provided in paragraph 3(b). For purposes of this Section 6.7.12, a unit of Endorsed Product consists of the basic Endorsed Product itself, including any Accessories that are bundled as a single-price SKU with the basic Endorsed Product but not any Accessories or options that are priced and sold separately. Royalty is payable on Accessories and any extended warranty only if they are sold separately from the Endorsed Product SKU and either bear Performer's Endorsement or are sold into countries in which the Endorsed Product is being sold. For purposes of computing the Royalty, the "Wholesale Price" of Accessories is the actual price charged by CTC to its licensee, distributor or other direct customer for the Accessories, net of returns, discounts, and any separately charged shipping, insurance, taxes or duties. If CTC offers extended warranties, the "Wholesale Price" of the extended warranty will be the is the actual price charged by CTC to its licensee, distributor or other direct customer for the extended warranty, net of returns, discounts, cancellations, taxes or duties and the cost of any third party re-insurance or warranty management. For purposes of computing the Royalty, sales will be deemed to have occurred, and Royalty therefore accrued, on the earlier of shipment from CTC's factory or warehouse or the time when risk of loss transfers to the purchaser. No Royalty is payable with respect to sales of the Basic Grill not bearing Performer's Endorsement, as permitted by paragraph 3(b).

Royalty Rates. As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.7.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product-by-Licensed Product basis, AbbVie (i) Licensee shall pay to Licensor a royalty of []* (the "Patent Royalty") on quarterly Net Sales of each Licensed Product (whether or not an Initial Licensed Product or a Follow-On Product) in by Licensee, its Affiliates ---------- * This portion of the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction Exhibit has expired) during each Calendar Year at the following rates: [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. Net Sales 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 the Territory countries where at least one Valid Claim exists during all periods of each Licensed Product containing the same Licensed Compound in such existence. Such royalty shall be payable on a Calendar Year Royalty Rate For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] but equal to or less than [*] [*] For that portion of aggregate Net Sales of each Licensed Product containing the same Licensed Compound in the Territory during a Calendar Year greater than [*] [*] The royalty tiers set forth in the table above shall only aggregate Licensed Products that contain the same Licensed Compounds. For example, if Net Sales for all Licensed Products containing the same Licensed Compound in the Territory during a Calendar Year are [*], and Net Sales for all Licensed Products containing a different Licensed Compound in the Territory during such Calendar Year are [*], then all such Net Sales for both sets of Licensed Products during such Calendar Year shall bear a royalty rate of [*]. With respect to each Licensed Product in each country-by-country or other jurisdiction in the Territory, from and after 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 Term on quarterly Net Sales of Licensed Product by Licensee, its Affiliates and Permitted Sublicensees in such countries until the first to occur of (A) issuance of a Valid Claim (in which case subsection (i) above shall apply) and (B) the conclusion of five continuous years after the date of first commercial sale of Licensed Products in such country during which the only existing Patent Rights in such country were one or more patent applications (in which case the following sentence shall apply. Upon the conclusion of five continuous years after the date of first commercial sale of Licensed Products in a country during which the only existing Patent Rights in such country were one or more patent applications, 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 two additional years 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 five continuous years or longer been patent applications, for a period of seven (7) years from the date of first commercial sale of Licensed Product in such country country; 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 other jurisdiction, (ii) above as appropriate. In no event shall the Know-How Royalty be payable in respect of any Net Sales of such Licensed Product in such country or other jurisdiction shall be excluded for purposes of calculating upon which the Net Sales thresholds and ceilings set forth in this Section 6.7.1Patent Royalty is payable.