Common use of Running Royalties for Sales of Licensed Products Clause in Contracts

Running Royalties for Sales of Licensed Products. (a) In further consideration of the right and license granted to ACORDA hereunder, ACORDA shall pay to MAYO, in connection with the sale of Licensed Products by ACORDA or its Affiliates or Sublicensees, in accordance with the following schedule and rates: (i) With respect to the First Licensed Product, provided that such First Licensed Product is covered by a Valid Claim which contains a valid composition of matter claim in the country where it is sold the applicable royalty rates shall be [**] of the first [**] of annual Net Sales; and [**] of all annual Net Sales in excess of [**]. Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. (ii) With respect to the Second Licensed Product, the Third Licensed Product, and each subsequent Licensed Product, provided that each such Licensed Product is covered by a Valid Claim which contains a valid composition of matter claim in the country where it is sold, and taking each Licensed Product into account separately and not aggregating Net Sales of separate Licensed Products, the applicable royalty rates shall be: [**] of the first [**] of annual Net Sales; [**] of annual Net Sales between [**] and [**]; [**] of annual Net Sales between [**] and [**]; and [**] of annual Net Sales in excess of [**]. (iii) With respect to any Licensed Product which is not covered by a Valid Claim which contains a composition of matter claim in the country where it is sold, but is covered by a pending patent within the Licensed Patents containing a valid composition of matter claim in the country where such Licensed Product is sold, the applicable royalty rate shall be, in lieu of the foregoing rates, [**] on all annual Net Sales (b) In the event that any of the issued patents contemplated in Section 3.3(a) contain only awarded valid utility claims, the Parties shall negotiate in good faith lesser royalty rates for the sale of Licensed Products. Such royalty rates shall reflect customary royalties for intellectual property of the type, degree of proprietary protection and value mutually agreed to by MAYO and ACORDA. (c) Beginning on the first anniversary of the first commercial sale of the First Licensed Product, ACORDA shall pay MAYO the following minimum annual royalties equal to the difference between the actual annual amounts paid to MAYO pursuant to Section 3.3(a) and (b) and the following: (i) [**] on the first anniversary; (ii) [**] on the second anniversary; (iii) [**] on the third anniversary; and (iv) [**] on the fourth anniversary and on each anniversary thereafter.

Appears in 4 contracts

Samples: License Agreement (Acorda Therapeutics Inc), License Agreement (Acorda Therapeutics Inc), License Agreement (Acorda Therapeutics Inc)

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