Common use of Royalty Obligations Clause in Contracts

Royalty Obligations. (a) Subject to Section 4.4(b), commencing on the date on which the First Commercial Sale with respect to Product occurs and continuing so long as there are Net Sales, Hospira shall pay to Pfenex a royalty for each Quarterly Period in a given Annual Period in an amount equal to: (i) the aggregate sum of: (A) [***] of Annual Net Sales of Product during such Annual Period for Annual Net Sales less than or equal to [***]; plus (B) [***] of Annual Net Sales of Product during such Annual Period for that portion of Annual Net Sales greater than [***] but less than or equal to [***]; plus [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (C) [***] of Annual Net Sales of Product during such Annual Period for that portion of Annual Net Sales greater than [***]; (ii) less, the aggregate amount of royalty payments paid under this Section 4.4 by Hospira to Pfenex for all preceding Quarterly Period(s) during such Annual Period. [***] (b) Hospira may offset any (i) Excess CCS Cost, or (ii) Pfenex Share of Commitment Costs (in each case, not previously offset pursuant to this Section 4.4(b)) against royalties otherwise due under this Section 4.4. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) Within sixty (60) days following the end of each Quarterly Period, Hospira shall pay to Pfenex all amounts payable pursuant to this Section 4.4 by wire transfer of immediately available funds to the account designated by Pfenex.

Royalty Obligations. (a) Subject to Section 4.4(b), commencing on the date on which the First Commercial Sale with respect to Product occurs and continuing so long as there are Net Sales, Hospira Adeza shall pay to Pfenex Matria a royalty for each Quarterly Period in a given Annual Period in an amount equal to: (a) One Percent (1%) of (i) the aggregate sum of:Net Sales from all fFN ELISA Tests sold to an unaffiliated third party following the Effective Date and (ii) the Marketing Fees with respect to the grant of rights to the fFN ELISA Tests (which grant is independent from a grant of rights to the fFN Rapid Assay Tests) following the Effective Date; (Ab) One-Half of One Percent (0.5%) of (i) the Net Sales from all fFN Rapid Assay Tests sold to an unaffiliated third party following the Effective Date and (ii) the Marketing Fees with respect to the grant of rights to the fFN Rapid Assay Tests (which grant is independent from a grant of rights to the fFN ELISA Tests) following the Effective Date; and THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED (c) Three-Quarters of One Percent (0.75%) of the Marketing Fees with respect to the grant, in a single transaction, of rights to both the fFN ELISA Tests and the fFN Rapid Assay Tests; provided, however, that in the event that Adeza's or an Adeza Affiliate's (or any Successor's) aggregate royalty obligations hereunder for sales of any fFN ELISA Test or fFN Rapid Assay Test, when combined with (i) [***] and (ii) [***], as the case may be, exceed Five Percent (5%) of Annual the Net Sales from such test, the royalty payment obligations set forth in subsections 3.2(a) and (b) above shall be reduced pro rata with the royalty obligations due all other royalty payees (presuming reduction of Product during the royalty payment obligations due all other royalty payees regardless of whether Adeza or such Annual Period Adeza Affiliate (or such Successor) is legally entitled to actually reduce or pro rate such other royalties) such that the total royalties payable by Adeza (or such Successor) to Matria for Annual the sale of such fFN ELISA Test or fFN Rapid Assay Test shall presume that all royalties payable by Adeza or such Adeza Affiliate (or such Successor) for the sale of such test shall not exceed Five Percent (5%) of the Net Sales less than or equal to for such test sale [***]; plus (B) [***] of Annual Net Sales of Product during such Annual Period for and, provided, further that portion of Annual Net Sales greater than [***] but less than or equal to [***]; plus [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (C) [***] of Annual Net Sales of Product during such Annual Period for that portion of Annual Net Sales greater than [***]; (ii) less, no event shall the aggregate amount of royalty payments paid royalties payable to Matria under this Section 4.4 by Hospira 3.2 exceed Twelve Million Dollars ($12,000,000). The foregoing example is presented for illustration purposes only and is not intended to Pfenex for all preceding Quarterly Period(s) during imply that any royalties are actually owing to third parties or that the amount of any such Annual Period. [***] (b) Hospira may offset any (i) Excess CCS Costroyalty, if deemed to be owing, is or (ii) Pfenex Share of Commitment Costs (in each case, not previously offset pursuant to this Section 4.4(b)) against royalties otherwise due under this Section 4.4. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect should be equal to the omitted portionspercentages set forth above. (c) Within sixty (60) days following the end of each Quarterly Period, Hospira shall pay to Pfenex all amounts payable pursuant to this Section 4.4 by wire transfer of immediately available funds to the account designated by Pfenex.