Reverse Royalty Clause Samples

Reverse Royalty. In the event that Regulus or any of its Parent Companies or any of its or their Affiliates or Third Party licensees or Sublicensees Develops and Commercializes any Refused Candidate as a Refused Candidate Product, or any Returned Licensed Product, it shall pay the following royalty payments to GSK, following the First Commercial Sale by Regulus, its Affiliates or Sublicensees, on a country-by-country basis, for Annual Net Sales of all such products within the relevant Program (“Reverse Royalties”) as follows: (I) Upon Termination [...***...] of a Program due to [...***...] Reverse Royalty Rate (paid to GSK) US$Million (“m”) (A) For Refused Candidate Products with respect to such Program, if [...***...] occurs prior to [...***...] [...***...] (B) For Returned Licensed Products with respect to such Program, if [...***...] occurs after [...***...] [...***...] (II) Upon [...***...] Termination [...***...] of a Program [...***...] Reverse Royalty Rate (paid to GSK)

Reverse Royalty. If this Agreement is terminated in its entirety by Licensee pursuant to Section 12.2.1, 12.3.1, or 12.4, or by Licensor pursuant to Section 12.4, in consideration of the licenses granted and other consideration provided to Licensor pursuant to Section 12.6 or 12.7, as the case may be, Licensor shall pay Licensee a royalty on Net Sales of each Licensed Product in each country in the Terminated Territory during the Reverse Royalty Term for such Licensed Product in such country at the following percentage rates: (i) if the effective date of termination occurs prior to the completion of the first Phase III Clinical Study for such Licensed Product (for the Licensed Product containing the Initial Licensed Compound, such first Phase III Clinical Study shall be the Diabetic CKD Study), no revers royalty shall be due; (ii) if the effective date of termination occurs after the completion of such Phase III Clinical Study but prior to filing of the first MAA for a Licensed Product in the European Union, three percent (3%) of Net Sales of such Licensed Product; and (iii) if the effective date of termination occurs on or after such filing of the first MAA for a Licensed Product in the European Union but prior to the First Commercial Sale of a Licensed Product in any country in the European Union, five percent (5%) of Net Sales of such Licensed Product; and (iv) if the effective date of termination occurs on or after the First Commercial Sale of a Licensed Product in any country in the European Union, eight percent (8%) of Net Sales of such Licensed Product. For purposes of this Section 12.8, the definition of “Net Sales,” and Sections 6.3 through 6.9 shall apply mutatis mutandis to the calculation, payment, recording, and auditing of Licensor’s obligations to pay royalties under this Section 12.8 as they apply to Licensee and, solely for such purpose, each reference in each such Section (and any related definitions) to (A) Licensee shall be deemed to be a reference to Licensor, and (B) a Sublicensee shall be deemed to be a reference to a licensee or sublicensee of Licensor or its Affiliates.

Reverse Royalty. If this Agreement is terminated in its entirety or with respect to a Terminated Program, and in connection therewith, AbbVie grants to Licensor a license pursuant to Section 12.8, in consideration of the licenses granted and other consideration provided to Licensor pursuant to Section 12.8, if Licensor continues the Development and Commercialization of a Terminated Product that was the subject of the PoC Trial or a Phase III Clinical Study Conducted by AbbVie, Licensor shall pay AbbVie a royalty of [***] on Net Sales of such Terminated Product during the Reverse Royalty Term for such Terminated Product. For purposes of this Section 12.10 and Section 12.8.1(d) above, the definition of “Net Sales,” and Sections 6.5.4 and 6.6 through 6.17 shall apply mutatis mutandis to the calculation, payment, recording, and auditing of Licensor’s obligations to pay royalties under this Section 12.10 and Section 12.8.1(d) above as they apply to AbbVie and, solely for such purpose, each reference in each such Section (and any related definitions) to (i) AbbVie shall be deemed to be a reference to Licensor, and (ii) a Sublicensee shall be deemed to be a reference to a licensee or sublicensee of Licensor or its Affiliates.

Reverse Royalty. If AbbVie grants to Licensor a grantback license pursuant to Section 11.8.1, in consideration of the licenses granted and other consideration provided to Licensor, Licensor shall pay AbbVie a royalty on a Licensed Product-by-Licensed Product basis on Net Sales of each Licensed Product in each country or other jurisdiction in the Terminated Territory during the Reverse Royalty Term for such Licensed Product in such country or other jurisdiction at the rates set forth in the table below, based on the stage of development of such Licensed Product as of the effective date of such termination. For purposes of this Section, the definition of “Net Sales,” and Sections 6.8 through 6.14 shall apply mutatis mutandis to the calculation, payment, recording, and auditing of Licensor’s obligations to pay royalties under this Section as they apply to AbbVie and, solely for such purpose, each reference in each such Section (and any related definitions) to (i) AbbVie shall be deemed to be a reference to Licensor, and (ii) a Sublicensee shall be deemed to be a reference to a licensee or sublicensee of Licensor or its Affiliates. Net Sales in the of each Licensed Product Royalty Rate If termination of this Agreement is effective prior to [*] [*] If termination of this Agreement is effective on or after [*] and prior to [*] for a given Licensed Product [*] If termination of this Agreement is effective on or after [*] for a Licensed Product [*]

Reverse Royalty. In consideration of the licenses granted by Forest to ▇▇▇▇▇▇▇ pursuant to Section 11.4.2 or Section 11.5.2 and other consideration provided to ▇▇▇▇▇▇▇ pursuant to Section 11.4, Section 11.5, or Section 11.7, as the case may be, ▇▇▇▇▇▇▇ shall pay Forest a royalty on Net Sales of each Returned Licensed Product in each Terminated Territory during the Reverse Royalty Term for such Returned Licensed Product in such Terminated Territory, on the following terms:

Reverse Royalty. On a Terminated Product-by-Terminated Product basis for any Terminated Product that is Covered by, uses or incorporates any of the Allergan Collaboration Technology or Joint Collaboration Technology, starting upon First Commercial Sale of such Terminated Product, Exicure shall pay Allergan a ***** percent ***** royalty on annual Net Sales (defined mutatis mutandis with Section 1.125) of Exicure, its Affiliates and its sublicensees of such Terminated Product in the Territory, which royalty shall be payable on a Terminated Product-by-Terminated Product and country-by-country basis until the latest to occur of (a) the last to expire Valid Claim of an Allergan Collaboration Patent or Joint Collaboration Patent that Covers the manufacture, use or sale of such Terminated Product in such country, (b) ***** years after First Commercial Sale of such Terminated Product in such country, and (c) the expiration of Regulatory Exclusivity for such Terminated Product in such country. The provisions of Section 6.7 through Section 6.15 shall apply, mutatis mutandis, with respect to Exicure’s payments to Allergan with respect to the Terminated Products under this Section 6.18.

Reverse Royalty. If this Agreement is terminated in its entirety or with respect to one (1) or more Terminated Territories (other than any termination of this Agreement by I-Mab pursuant to Section 15.2.1), then I-Mab shall pay AbbVie for all Terminated Products sold in the Terminated Territory royalties on Net Sales of Terminated Products sold by I-Mab, its Affiliates or Sublicensees on a Terminated Product-by-Terminated Product and country (or jurisdiction)-by-country (or jurisdiction basis) until [Redacted]. For purposes of this Section 15.6, the provisions of Section 10.4 through Section 10.6 shall apply mutatis mutandis to the calculation and payment of I-Mab’s obligations to pay royalties under this Section 15.6 as they apply to AbbVie and, solely for such purpose, each reference in each such Sections (and any related definitions) to (i) AbbVie shall be deemed to be a reference to I-Mab, and (ii) a Sublicensee of AbbVie shall be deemed to be a reference to a Sublicensee of I-Mab or its Affiliates.

Reverse Royalty. In consideration of the licenses granted by Medivation to CureTech pursuant to Section 9.5.2 or Section 9.6.2 and other consideration provided to CureTech pursuant to Section 9.5, Section 9.6, or Section 9.8, as the case may be, CureTech shall pay Medivation a royalty on Net Sales of each Returned Licensed Product in each country for such Returned Licensed Product in such country, [ * ].

Reverse Royalty. If this Agreement is terminated in its entirety by Licensee pursuant to Section 12.2.1, 12.3.1, or 12.4, or by Licensor pursuant to Section 12.4, in consideration of the licenses granted and other consideration provided to Licensor pursuant to Section 12.6 or 12.7, as the case may be, Licensor shall pay Licensee a royalty on Net Sales of each Licensed Product in each country in the Terminated Territory during the Reverse Royalty Term for such Licensed Product in such country at the following percentage rates: (i) if the effective date of termination occurs prior to the completion of the first Phase III Clinical Study for such Licensed Product (for the Licensed Product containing the Initial Licensed Compound, such first Phase III Clinical Study shall be the Diabetic CKD Study), no revers royalty shall be due; (ii) if the effective date of termination occurs after the completion of such Phase III