CERTAIN IDENTIFIED INFORMATION. HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***]
CERTAIN IDENTIFIED INFORMATION. HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***] As additional consideration for the rights under the Patents, OPKO Trademarks, and OPKO Technology granted to VF in this Agreement, VF shall pay non-refundable and non-creditable milestone payments to OPKO in the amounts and upon the occurrence of the events set forth below. Each such payment shall be made within *** Business Days of the achievement or occurrence of the milestone event. Each milestone payment will be payable only one time. For purposes of clarity, more than one of the Net Sales and regulatory approval milestones may be met during the same Agreement Year and, in that case, each such milestone would be payable. For example, if during one Agreement Year there were Net Sales of the Product in the Territory of ***, and it was the first Agreement Year in which Net Sales of the Product in the Territory exceeded ***, *** and ***, then VF would owe all of the ***, the *** and the *** milestone payments and no similar milestone payments would be due in any following Agreement Year if the Net Sales in the Territory exceeded ***.
CERTAIN IDENTIFIED INFORMATION. MARKED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.
CERTAIN IDENTIFIED INFORMATION. HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***] Inventions 12.1(a) Joint Inventions 12.1(b) JSC 8.1(a) Licensee Preamble Licensee Inventions 12.1(c) Licensee Prosecution Patents 12.2(b) Licensee Trademark 7.2(c) Losses 16.5 Nicoya Preamble [***] 12.12(b) OPKO Preamble OPKO Inventions 12.1(a) OPKO Prosecution Patents 12.2(a) Parties Preamble Party Preamble Party Vote 8.1(c) Paying Party 4.8(a) Pharmacovigilance Agreement 10.2 Quality Agreement 9.1 Recall 6.5 Receiving Party 4.8(a) Regulatory Action 6.4 Relevant Patents 12.12(a) ROFR 2.6 ROFR Exercise Notice 2.6 ROFR Negotiation Period 2.6 ROFR Notice 2.6 Royalty Payments 4.3 Royalty Term 4.4 SHPT 1.1 Supplemental Component 1.1 Supply Agreement 9.1 Term 3.1
CERTAIN IDENTIFIED INFORMATION. HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***] Aggregate Net Sales of all Products in an Agreement Year Applicable Percentage For the portion up to and including [***] [***] For the portion in excess of [***] up to and including [***] [***] For the portion in excess of [***] up to and including [***] [***] For the portion in excess of [***] [***] In the case that the annualized royalty rate during a particular Agreement Year is more than the Applicable Percentage, the corresponding overpayment received by OPKO shall be credited to Licensee against subsequent Royalty Payments; and in the case that the annualized royalty rate during a particular Agreement Year is less than that the Applicable Percentage, Licensee shall pay the difference within [***] days after determination of such difference.
CERTAIN IDENTIFIED INFORMATION. HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***] If, with respect to a Combination Product, CAMP4 or its Affiliate or Sublicensee separately sells in such country or other jurisdiction the Mono Product, but does not separately sell in such country or other jurisdiction the Other Components in such Combination Product, then the Net Sales attributable to such Combination Product will be calculated by multiplying the Net Sales of such Combination Product by the fraction A/C where: “A” is CAMP4’s (or its Affiliate’s or Sublicensee’s, as applicable) average Net Sales price during the period to which the Net Sales calculation applies for the Mono Product in such country or other jurisdiction, and “C” is CAMP4’s (or its Affiliate’s or Sublicensee’s, as applicable) average Net Sales price in such country or other jurisdiction during the period to which the Net Sales calculation applies for such Combination Product. If, with respect to a Combination Product, CAMP4 and its Affiliates and Sublicensees do not separately sell in such country or other jurisdiction the Mono Product, but do separately sell the Other Components contained in such Combination Product, then the Net Sales attributable to such Combination Product will be calculated by multiplying the Net Sales of such Combination Product by the fraction (C-B)/C where: “C” is CAMP4’s (or its Affiliate’s or Sublicensee’s, as applicable) average Net Sales price in such country or other jurisdiction during the period to which the Net Sales calculation applies for such Combination Product and “B” is CAMP4’s (or its Affiliate’s or Sublicensee’s, as applicable) average Net Sales price during the period to which the Net Sales calculation applies in such country or other jurisdiction for the Other Components in such Combination Product. If, with respect to a Combination Product, CAMP4 and its Affiliates and Sublicensees do not separately sell in such country or other jurisdiction any of the Mono Product or the Other Components in such Combination Product, then the Net Sales attributable to such Combination Product will be determined by CAMP4 in good faith based on the relative fair market value of such Mono Product and such Other Components.
CERTAIN IDENTIFIED INFORMATION. HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***] Table 7.4(a) – Development Milestones Development Milestone Event Development Milestone Payments for Dravet Products that are Royalty Bearing Products Development Milestone Payments for each Other Product that is a Royalty Bearing Products (i) [***] [***] [***]
CERTAIN IDENTIFIED INFORMATION. HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***] in the Territory. CAMP4 will have the sole right to make all filings with Regulatory Authorities in the Territory with respect to all OPKO Patent Rights, including as required or allowed (i) in the U.S., in the FDA’s Orange Book, and (ii) outside the U.S., under the national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or other international equivalents.
CERTAIN IDENTIFIED INFORMATION. HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***] in accordance with GAAP, consistently applied throughout Pfizer and its Affiliates, provided that any such amounts shall be capped at up to *** of Net Sales per Pfizer Year and any subsequently collected amounts will be included in the current Net Sales or Gross Profit calculation, as the case may be, (ii) sales returns and allowances actually paid, granted or accrued, including trade, quantity and cash discounts and other adjustments, including those granted on account of price adjustments, returns, rebates, chargebacks or similar payments granted or given to wholesalers or other institutions, (iii) adjustments arising from consumer discount programs or other similar programs, (iv) customs or excise duties, valued-added taxes, sales taxes, consumption taxes and other taxes (except income taxes) or duties relating to sales, any payment in respect of sales to the United States government, any state government or any foreign government, or to any other governmental authority, or with respect to any government-subsidized program or managed care organization, each to the extent not already reflected in the amount invoiced, and (v) freight and insurance for the Licensed Product to the extent included in the amount invoiced. Net Sales shall be calculated by Pfizer using a method of value allocation consistent with the method used with Pfizer’s other collaborations. Net Sales shall be determined from books and records maintained in accordance with the Accounting Standards, as consistently applied by Pfizer with respect to sales of the Genotropin Product or Licensed Product.
CERTAIN IDENTIFIED INFORMATION. HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [***] exclusivity, pediatric exclusivity, rights conferred in the European Union under Directive 2001/EC/83, or rights similar thereto in other countries or jurisdictions in the Territory.
