Common use of Where Pfizer Substances Involved Clause in Contracts

Where Pfizer Substances Involved. For any Combination Product or Vaccine Product that contains the Compound and a Pfizer Substance, in accordance with Section 5.4, PFIZER shall pay to XXXXX royalties on Net Sales of each such Combination Product or Vaccine Product at a royalty rate equal to the sum of (x) the applicable Base Patent Royalty Rate (determined by whether Net Sales for such Combination Product or Vaccine Product exceed [***************************************] and (y) the applicable Base Know-How Royalty Rate (such sum, the “Base Royalty Rate”) but adjusted as set forth below: (A) If Market Prices are available separately for both pharmaceutical products that contain as the sole active ingredient (i) the Compound and (ii) the Pfizer Substance, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Combination Product or Vaccine Product, as applicable, shall be calculated by (x) adding together the appropriate per-unit or per dosage Market Price of each such pharmaceutical product containing the Compound and the Pfizer Substance that is also contained in such Combination Product or Vaccine Product (the “Combination Price”), (y) calculating the ratio of the applicable Compound price to the Combination Price and (z) multiplying (i) the Net Sales of such Combination Product or Vaccine Product, as applicable, by (ii) the ratio referred to in clause (y) and by (iii) the Base Royalty Rate; provided that [******************************************************** **************************** *****] of the product of (I) the Net Sales of such Combination Product or Vaccine Product, as applicable and (II) the Base Royalty Rate, without taking into account the adjustments required by this Section 5.3(b)(i)(A). (B) If Market Prices are not available separately for either or both of the pharmaceutical products that contain as the sole active ingredient (i) the Compound and (ii) the Pfizer Substance, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Combination Product or Vaccine Product, as applicable, shall be equal to the Base Royalty Rate, minus [**] and the Royalty Payment shall be calculated by multiplying such rate by the Net Sales of such Combination Product or Vaccine Product, as applicable. (C) Notwithstanding the foregoing, if any Combination Product or Vaccine Product contains a substance owned or controlled by PFIZER or any of its Affiliates and such substance or compound enhances the therapeutic effect of the Compound included in such Combination Product or Vaccine Product, as applicable, but is not itself an independently therapeutically active substance, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Combination Product or Vaccine Product, as applicable, shall and, therefore [**********************].

Where Pfizer Substances Involved. For any Research Combination Product or Research Vaccine Product that contains the a Research Compound and a Pfizer Substance, in accordance with Section 5.4, PFIZER shall pay to XXXXX royalties on Net Sales of each such Research Combination Product or Research Vaccine Product at a royalty rate equal to the sum of (x) the applicable Research Product Base Patent Royalty Rate (determined by whether Net Sales for such Combination Product or Vaccine Product exceed [***************************************] and (y) the applicable Base Know-How Royalty Rate (such sum, the “Base Research Product Royalty Rate”) ), but adjusted as set forth below: (A) If Market Prices are available separately for both pharmaceutical products that contain as the sole active ingredient (i) the Compound and (ii) the Pfizer Substance, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Research Combination Product or Research Vaccine Product, as applicable, shall be calculated by (x) adding together the appropriate per-unit or per dosage Market Price of each such pharmaceutical product containing the Compound and the Pfizer Substance that is also contained in such Research Combination Product or Research Vaccine Product (the “Research Combination Price”), (y) calculating the ratio of the applicable Compound price to the Research Combination Price Price, and (z) multiplying (i) the Net Sales of such Research Combination Product or Research Vaccine Product, as applicable, applicable by (ii) the ratio referred to in clause (y) and by (iii) the applicable Research Product Base Royalty Rate; , provided that [******************************************************************************************* **************************** *****] of the product of (I) the Net Sales of such Research Combination Product or Research Vaccine Product, as applicable and (II) the Base Royalty Rate, without taking into account the adjustments required by this Section 5.3(b)(i)(A)applicable. (B) If Market Prices are not available separately for either or both of the pharmaceutical products that contain as the sole active ingredient (i) the Compound and (ii) the Pfizer Substance, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Research Combination Product or Research Vaccine Product, as applicable, shall be equal to the Base Royalty Rate, minus [***********************************] and the Royalty Payment shall be calculated by multiplying such rate by the Net Sales of such Research Combination Product or Research Vaccine Product, as applicable. (C) Notwithstanding the foregoing, if any Research Combination Product or Research Vaccine Product contains a substance owned or controlled by PFIZER or any of its Affiliates and such substance or compound enhances the therapeutic effect of the Compound included in such Research Combination Product or Research Vaccine Product, as applicable, but is not itself an independently therapeutically active substance, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Research Combination Product or Research Vaccine Product, as applicable, shall Product [******************] and, therefore therefore, [*****************] to the [******************************** *******].

Where Pfizer Substances Involved. For any Combination Product or Vaccine Product that contains the Compound and a Pfizer Substance, in accordance with Section 5.4, PFIZER shall pay to XXXXX royalties on Net Sales of each such Combination Product or Vaccine Product at a royalty rate equal to the sum of (x) the applicable Base Patent Royalty Rate (determined by whether Net Sales for such Combination Product or Vaccine Product exceed [***************************************] and (y) the applicable Base Know-How Royalty Rate (such sum, the “Base Royalty Rate”) but adjusted as set forth below: (A) If Market Prices are available separately for both pharmaceutical products that contain as the sole active ingredient (i) the Compound and (ii) the Pfizer Substance, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Combination Product or Vaccine Product, as applicable, shall be calculated by (x) adding together the appropriate per-unit [***************************] or per dosage Market Price of each such pharmaceutical product containing the Compound [**************************** ************ ************************************** ] and the Pfizer Substance [**************] that is also contained in such Combination Product [****************** **************] or Vaccine Product (the “Combination Price”), [ ******************************************] (y) calculating the ratio of the applicable Compound price to the Combination Price ***************************** [************************************] and (z) multiplying (i) the Net Sales of such Combination Product [********************************************] or Vaccine Product, as applicable, by (ii) the ratio referred to in clause (y) [****************** *****************************************] and by (iii) the Base Royalty Rate; [************************] provided that [************************************************************************ *****************] of [**********] (I) [**************************************] or [ ****************] and (II) [*********************** ************************************************] of the product of (I) the Net Sales of such Combination Product or Vaccine Product, as applicable and (II) the Base Royalty Rate, without taking into account the adjustments required by this Section 5.3(b)(i)(A). (B) If Market Prices are not available separately for either or both of the pharmaceutical products that contain as the sole active ingredient (i) the Compound and (ii) the Pfizer Substance, then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Combination Product or Vaccine Product, as applicable, shall be equal to the Base Royalty Rate, minus [*******************************] and the Royalty Payment shall be calculated by multiplying such rate by the Net Sales of such Combination Product or Vaccine Product, as applicable. (C) Notwithstanding the foregoing, if any Combination Product [*********************] or Vaccine Product contains a substance owned [******************************* **************************] or controlled by PFIZER [********************] and [**************] or any of its Affiliates and such substance [****************** ********************************************************] or compound enhances the therapeutic effect of the Compound included in such Combination Product or Vaccine Product, as applicable, [******************************* **] but is not itself an independently therapeutically active substance, [*****************************************************] then the royalty rate used to determine the amount of royalties payable by PFIZER to XXXXX on Net Sales of such Combination Product [********************** *** ***********************************************************************] or Vaccine Product, as applicable, shall [************ *************************************] and, therefore [**********************].