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Royalty Tiers Sample Clauses

Royalty Tiers. DSP shall pay to Intercept a royalty of [***] percent ([***]%) based on total annual Net Sales of all Products in the Field in the Territory for each fiscal year (i.e. ending on March 31 of each calendar year) in which the Net Sales of all Products in the Territory for such year is less than US$[***] (the “First Tier Royalty Rate”). DSP shall pay to Intercept a royalty of [***] percent ([***]%) based on total annual Net Sales of all Products in the Field in the Territory for each fiscal year in which the Net Sales of all Products in the Territory for such year is US$[***] or more but less than US$[***] (the “Second Tier Royalty Rate”). DSP shall pay to Intercept a royalty of [***] percent ([***]%) based on total annual Net Sales of all Products in the Field in the Territory for each fiscal year in which the Net Sales of all Products in the Territory for such year exceeds US$[***] (the “Third Tier Royalty Rate”). Notwithstanding the foregoing, the transfer price for the [***] of the Commercial Supplies to DSP by Intercept following receipt of Marketing Approval in Japan shall be calculated in accordance with Section 6.2.1 and shall be deemed to including the running royalty payment, and accordingly no further royalty payments by DSP shall be required with respect thereto; however in no event will the transfer price be less than the [***] percent ([***]%) plus the applicable First, Second or Third Tier Royalty Rate.
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Royalty Tiers. The royalty rates payable under Section 3.2.1 shall be calculated on a Royalty-Bearing Product-by-Royalty Bearing Product basis as follows: (a) on the portion of annual Net Sales for a Royalty-Bearing Product less than ***; (b) on the portion of annual Net Sales for a Royalty-Bearing Product between *** and ***, inclusive; and (c) on the portion of annual Net Sales for a Royalty-Bearing Product greater than ***. For the avoidance of doubt, if a Royalty-Bearing Product is covered by more than one Licensed Patent, the above royalty shall be paid only once.
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Royalty Tiers. Subject to the provisions of Section 5.4.1.1(b) and (c) and Section 5.4.1.2, MERCK shall pay AVEO in an amount equal to the following percentage of Net Sales of Products by MERCK or its Related Parties, provided the sale of the Product would infringe a Valid Patent Claim in the country of sale: (i) [**] percent ([**]%) of worldwide Net Sales in each Calendar Year up to and including [**] Dollars ($US [**]); (ii) [**] percent ([**]%) of worldwide Net Sales in each Calendar Year on the increment of Net Sales which exceed [**] Dollars ($US [**]) and up to and including [**] Dollars ($US [**]); and (iii) [**] percent ([**]%) of worldwide Net Sales in each Calendar Year on the increment of Net Sales over [**] Dollars ($US [**]).
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Royalty Tiers. The Net Sales of the Quad and Quad7340 as set forth in Section 2.1 above shall be used in determining the aggregate Net Sales of Products in the Gilead Territory under Section 8.3(a) of the EVG Agreement.
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Royalty Tiers. Royalty tiers pursuant to Section 5.3.1(a) and Section 5.3.1(b) shall be calculated based on aggregate worldwide Net Sales of each Product, provided that the determination of whether the royalty shall be calculated using the *** rate under Section 5.3.1(b) shall be determined on a country-by-country basis.
Sample 1
Royalty Tiers. The royalty rates payable under Section 3.3.1 (Royalty Rate; Royalty Term) shall be calculated as follows: (a) [***] on the portion of annual Net Sales for all Products in the Territory during a Calendar Year below [***]; (b) [***] on the portion of annual Net Sales for all Products in the Territory during a Calendar Year equal to or above [***] and below [***]; (c) [***] on the portion of annual Net Sales for all Products in the Territory during a Calendar Year equal to or above [***] and below [***]; (d) [***] on the portion of annual Net Sales for all Products in the Territory during a Calendar Year equal to or above [***] and below [***]; and (e) [***] on the portion of annual Net Sales for all Products in the Territory during a Calendar Year above [***]. For the avoidance of doubt, if a Product is Covered by more than one Licensed Patent, the above royalty shall be paid only once.
Sample 1
Royalty Tiers. Subject to the other provisions of this Section 5.4.1, Merck shall pay Bionomics royalties in an amount equal to the following percentage of Net Sales of a given Product by Merck or its Related Parties in a given Calendar Year in countries in the Territory; provided that the sale of Product would infringe a Valid Patent Claim in the country of sale: (1) [***] of annual Net Sales of such Product in such countries in the Territory in a given Calendar Year for that portion of Net Sales of such Product in such Calendar Year in such countries up to and including [***]; (2) [***] of annual Net Sales of such Product in such countries in the Territory in a given Calendar Year for the portion of Net Sales of such Product in such Calendar Year in such countries exceeding [***] up to and including [***]; (3) [***]of annual Net Sales of such Product in such countries in the Territory in a given Calendar Year for the portion of Net Sales of such Product in such Calendar Year in such countries exceeding [***] up to and including [***]; (4) [***] of annual Net Sales of such Product in such countries in the Territory in a given Calendar Year for the portion of Net Sales of such Product in such Calendar Year in such countries exceeding [***] up to and including [***]; and (5) [***] of annual Net Sales of such Product in such countries in the Territory in a given Calendar Year for the portion of Net Sales of such Product in such Calendar Year in such countries exceeding [***]. For clarity, (i) only Net Sales of the applicable Product for which a royalty is payable in a given country in a given Calendar Year under this Section 5.4.1(a) shall be included for determining the foregoing royalty tiers for such Calendar Year, (ii) if no royalty is payable on a given unit of Product under this Section 5.4.1(a), then the Net Sales of such unit of Product shall not be included for determining the foregoing royalty tiers and (iii) Net Sales of a given Product will not be combined with Net Sales of any other Product for purposes of determining the foregoing royalty tiers.
Sample 1
Royalty Tiers. DSP shall pay to Intercept a royalty of [*****] percent ([*****]%) based on total annual Net Sales of all Products in the Field in the Territory for each fiscal year (i.e. ending on March 31 of each calendar year) in which the Net Sales of all Products in the Territory for such year is less than US$[*****] (the “First Tier Royalty Rate”). DSP shall pay to Intercept a royalty of [*****] percent ([*****]%) based on total annual Net Sales of all Products in the Field in the Territory for each fiscal year in which the Net Sales of all Products in the Territory for such year is US$[*****] or more but less than US$[*****] (the “Second Tier Royalty Rate”). DSP shall pay to Intercept a royalty of [*****] percent ([*****]%) based on total annual Net Sales of all Products in the Field in the Territory for each fiscal year in which the Net Sales of all Products in the Territory for such year exceeds US$[*****] (the “Third Tier Royalty Rate”). Notwithstanding the foregoing, the transfer price for the [*****] of the Commercial Supplies to DSP by Intercept following receipt of Marketing Approval in the Territory shall be calculated in accordance with Section 6.2.1 and shall be deemed to [*****], and accordingly [*****]; however in no event will the transfer price be less than [*****] percent ([*****]%) plus the applicable First, Second or Third Tier Royalty Rate. The parties hereby acknowledge and agree that (i) milestone payment of US$[*****] for [*****] (US$[*****] and [*****] US$[*****]) and (ii) milestone payment of US$[*****] for [*****] have already been fully paid by Sumitomo and fully received by Intercept. 7. The parties hereby agree to delete Section 9.3.2 (Reduced Royalty Rates in Japan) of the Agreement in its entirety. 8. The parties hereby agree to revise Section 9.4 (Necessary Third Party Technology Payments) of the Agreement to be amended and restated in its entirety as follows:
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Royalty Tiers 
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Related to Royalty Tiers

  • Royalty Licensee shall pay Licensor a royalty equal to the Royalty Rate times Net Sales.

  • Royalty Payments 6.1 During the TERM of this Agreement, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

  • 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.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Net Sales The term “

  • 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.

  • PATENTS AND ROYALTIES Unless otherwise provided, the Contractor shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of the contract resulting from this Invitation for Bids. The Contractor, without exception, shall indemnify and save harmless the County and its employees from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by the Contractor. In the event of any claim against the County of copyright or patent infringement, the County shall promptly provide written notification to the Contractor. If such a claim is made, the Contractor shall use its best efforts to promptly purchase for the County any infringing products or services or procure a license, at no cost to the County, which will allow continued use of the service or product. If none of the alternatives are reasonably available, the County agrees to return the article on request to the Contractor and receive reimbursement, if any, as may be determined by a court of competent jurisdiction.

  • Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).

  • Royalty Payment For all leased substances that are sold during a particular month, Lessee shall pay royalties to Lessor on or before the end of the next succeeding month. Royalty payments shall be accompanied by a verified statement, in a form approved by Lessor, stating the amount of leased substances sold, the gross proceeds accruing to Lessee, and any other information reasonably required by Lessor to verify production and disposition of the leased substances or leased substances products. Delinquent royalties may be subject to late fees and penalties in accordance with Lessor’s Rules.

  • Third Party Royalties (i) In the event that Amgen, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by the manufacture, use, sale, offer for sale or import of the Compound contained in a Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

Most Referenced Clauses

Most Referenced Definitions