Reversion Royalty Sample Clauses
Reversion Royalty. If such Jounce Reversion Products is designated as such by reason of a termination under Section 8.7.1, Jounce shall reimburse Celgene’s (i) actual costs directly incurred in the conduct of activities under this Celgene Lead Co-Co Agreement with respect to such Jounce Reversion Product in the ROW Territory, and (ii) share of Celgene’s actual costs directly incurred in the conduct of activities under this Celgene Lead Co-Co Agreement with respect to such Jounce Reversion Product in the U.S. that were included in the Profit & Loss Share, in each case prior to the effective date of such termination (the “Full Amount”). Such payment shall be in the form of an annual royalty of [***] of Co-Co Annual Net Sales of the relevant Jounce Reversion Products (applied mutatis mutandis as if such sales were by Celgene), until such time as the Full Amount has been fully paid. If a Co-Co Product and/or Co-Co Candidate becomes a Jounce Reversion Product by reason of a termination under Sections 8.3 (by Jounce) or 8.4 (by Jounce), Jounce shall pay Celgene as provided in this Section 8.7.2 above except that the Full Amount shall be reduced by all costs and losses as finally awarded to Jounce and all expenses incurred by Jounce as a result of Celgene’s breach of this Celgene Lead Co-Co Agreement or insolvency.
Reversion Royalty. For a Returned Product for which JBI, its Affiliate or Sublicensee has [***] Returned Product prior to termination, the royalty rate shall be [***] percent ([***]%); if JBI, its Affiliate or Sublicensee has [***] Returned Product prior to termination, the royalty rate shall be [***] percent ([***]%); if JBI, its Affiliate or Sublicensee has [***] Returned Product prior to termination, the royalty rate shall be [***] percent ([***]%), and if JBI, its Affiliate or Sublicensee has [***] Returned Product prior to termination, the royalty shall be [***] percent ([***]%). For clarity, neither Scholar Rock nor its Affiliates nor its Sublicensees shall owe JBI a royalty pursuant to this Section 14.3.7(a) on sales of a Returned Product unless JBI or its Affiliate or Sublicensee has [***] Returned Product.
Reversion Royalty. Ionis will pay, on a Calendar Quarter basis during the applicable Royalty Term (defined mutatis mutandis with respect to the Reversion License except that, for clarity, references to the Ionis Patent Rights in such definition will instead refer to any Patent Rights licensed by Otsuka to Ionis under the Reversion License) a [***] royalty on Ionis’ Net Sales (defined mutatis mutandis with respect to the Reversion License) of each Licensed Product in the Territory. The provisions of Section 9.3.4 (Royalty Payments and Reports) through Section 9.11 (Late Payments; Disputed Payments) will apply to such payment obligation mutatis mutandis. Notwithstanding the foregoing, in no event will the total amount of the reversion royalty payments under this Section 14.9.2(b) (Reversion Royalty) exceed [***].
Reversion Royalty. Upon any termination of this Agreement other than by [***], the Parties will negotiate in good faith for a period of [***] days following the effective date of such termination to agree on a commercially reasonable royalty for the Reversion License granted to Kura under Section 13.9(b)(i) with respect to KKC Reversion Technology (the “Reversion Royalty”) and such other terms and conditions (except as expressly set forth herein) applicable to Kura’s practice of the Reversion License. In determining the amount of such Reversion Royalty payable by Kura to KKC, the Parties will take into account, among other things, (i) [***], (ii) [***], (iii) [***], and (iv) [***]. If the Parties are unable to agree on the applicable Reversion Royalty within [***] days after the effective date of termination, then either Party may refer such matter for resolution pursuant to Schedule 1.204. The terms of Sections 8.7, 8.9, 8.10, 8.11, 8.12 and 8.12 (and relevant defined terms) will apply to the payment and reporting of any Reversion Royalties described in this Section 13.9(b)(ii), as modified to apply to royalties payable on Products by Kura to KKC with respect to a license under the Know-How and Patents described herein by KKC to Kura.
Reversion Royalty. If such OncoMed Reversion Compound is designated as such by reason of a termination under Section 11.2 (by Celgene), Section 11.3 or Section 11.4 (by Celgene), OncoMed shall [***]of (a) [***], provided that [***]. Such [***], until such time as [***]. If a compound becomes an OncoMed Reversion Compound by virtue of a reversion under Section 2.6 or by reason of a termination under Section 11.2 (by OncoMed) or Section 11.4 (by OncoMed) or Section 11.5, OncoMed shall [[***]] as provided in this Section 11.7.2 above except that the [***].
Reversion Royalty. If this Agreement is terminated by ▇▇▇ under Section 16.2 (Termination for Material Breach), then, promptly following notice of termination, the Parties will negotiate in good faith and agree on a reasonable royalty to be paid by ▇▇▇▇▇ to ▇▇▇ in consideration of the Reversion License, taking into account, among other things, [***]. If the Parties are unable to agree on the royalty rate for the Reversion License within [***] after the effective date of termination, then either Party may refer such matter for resolution pursuant to Schedule 16.8.3(b) (Reversion Royalties Dispute Resolution). The terms of Section 11.3.2 (Royalty Adjustments) and Section 11.3.4 (Royalty Payments and Reports) will apply to the payment and reporting of any royalties described in this Section 16.8.3(b) (Reversion Royalties), mutatis mutandis.