Common use of Where Pfizer Substances Not Involved Clause in Contracts

Where Pfizer Substances Not Involved. For any Research Combination Product or Research Vaccine Product that contains the Compound and a Third Party 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 applicable 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 Third Party 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 Third Party Substance that is also contained in such Research Combination Product or Research Vaccine Product (the “Third Party Combination Research Price”), (y) calculating the ratio of the applicable Compound price to the Third Party Combination Research Price, and (z) multiplying (i) the Net Sales of such Research Combination Product or Research Vaccine Product, as applicable by (ii) the ratio referred to in clause (y) by (iii) the applicable Base Research Product Royalty Rate; provided that [******************************************************************************************] of the Net Sales of such Research Combination Product or Research Vaccine Product, as applicable. (B) If (i) Market Prices are not available separately for either or both of the pharmaceutical products that contain as the sole active ingredient the Compound and the Third Party Substance on a separate, stand-alone basis and (ii) PFIZER or any Affiliate licenses or otherwise acquires from any Third Party any patents, know-how or other intellectual property allowing for the use of any Third Party Substance that are required in order to make, have made, use, sell, offer to sell or import the Third Party Substance as part of such Research Combination Product or Research Vaccine Product, 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 shall be equal to the difference between (x) the product of the applicable Base Research Product Royalty Rate and the applicable Net Sales of such Research Compound Product or Research Vaccine Product minus (y) 100% of any and all royalties paid to any Third Party in any applicable Pfizer Year solely for the use of such Third Party Substance in the Research Combination Product or Research Vaccine Product; provided that [**************************************************** ***************************************************] of the Net Sales of such Research Combination Product or Research Vaccine Product, as applicable.

Where Pfizer Substances Not Involved. For any Research Combination Product or Research Vaccine Product that contains the Compound and either (A) an independently therapeutically active substance or (B) a substance that enhances the therapeutic effect of the Compound, in either case, where such substance is not a Pfizer Substance (such substance, a “Third Party 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 applicable Base Research Product Royalty Rate 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 Third Party 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 Third Party Substance that is also contained in such Research Combination Product or Research Vaccine Product (the “Third Party Combination Research Price”), (y) calculating the ratio of the applicable Compound price to the Third Party Combination Research 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 Base Research Product Royalty Rate; , provided that [********************************************************************* **********************] of the of the product of (I) Net Sales of such Research Combination Product or Research Vaccine Product, as applicable, and (II) the Base Royalty Rate before taking into account the adjustments required by this Section 5.3(b)(ii)(A). (B) If (i) Market Prices are not available separately for either or both of the pharmaceutical products that contain as the sole active ingredient the Compound and the Third Party Substance on a separate, stand-alone basis and (ii) PFIZER or any Affiliate licenses or otherwise acquires from any Third Party any patents, know-how or other intellectual property allowing for the use of relating to any Third Party Substance that are required in order to make, have made, use, sell, offer to sell or import the such Third Party Substance as part of such Research Combination Product or Research Vaccine Product, 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 Product, as applicable, shall be equal to the difference between (x) the product of (I) the applicable Base Research Product Royalty Rate and (II) the applicable Net Sales of such Research Compound Product or Research Vaccine Product Product, minus (y) 100% of any and all royalties paid by PFIZER to any Third Party in any applicable Pfizer Year solely for the use of such Third Party Substance in the Research Combination Product or Research Vaccine Product; provided that [**************************************************** ***************************************************] of the product of (aa) the Net Sales of such Research Combination Product or Research Vaccine Product, as applicable, and (bb) the Base Royalty Rate, without taking into account the adjustments required by this Section 5.3(b)(ii)(B).