Common use of Royalty Rates Clause in Contracts

Royalty Rates. On a Licensed Product-by-Licensed Product and country-by-country basis, during the Royalty Term in respect of such country, Novartis shall pay to Precision a tiered royalty equal to the percentages of annual global Net Sales of such Licensed Product, as set forth below (the “Royalty”), calculated by multiplying the applicable royalty rate percentage by the corresponding portion of aggregate global Net Sales for such Licensed Product in such Calendar Year. The amount of the Royalty that is payable shall depend on whether the Licensed Product is from the Initial Program or Replacement Program or is from an [***] Program, as set forth below. For purposes of determining whether the Net Sales thresholds below in this Section 9.4.2 have been achieved for a Licensed Product for purposes of this Section 9.4.2, subject to Section 9.5, all Net Sales shall be calculated on a Licensed Product-by-Licensed Product basis for all Net Sales made by Novartis or any of its Affiliates or its or their Sublicensees of such Licensed Product during the Royalty Term applicable to such Licensed Product. For clarity, the incremental royalty rates set forth below will only apply to that portion of the Net Sales of royalty-bearing Licensed Products that fall within the indicated range of sales. Annual Global Net Sales of the Applicable Licensed Product from the Initial Program or Replacement Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] [***] Annual Global Net Sales of the Applicable Licensed Product from an [***] Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] [***]

Appears in 1 contract

Samples: Collaboration and License Agreement (Precision Biosciences Inc)

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Royalty Rates. On Subject to Section 4.4.3, Xxxxxxx will pay to Nanobiotix royalties on Annual Aggregate Net Sales of Licensed Products during each Calendar Year at the rates set forth in the table below. Such royalties will be paid on a Licensed Product-by-Licensed Product and country-by-country basis, basis during the applicable Royalty Term in respect of such country, Novartis shall pay to Precision a tiered royalty equal to the percentages of annual global Net Sales of such Licensed Product, as set forth below (the “Royalty”), calculated by multiplying the applicable royalty rate percentage by the corresponding portion of aggregate global Net Sales for such Licensed Product in such Calendar Yearcountry. The amount of the Royalty that is payable shall depend on whether the Licensed Product is from the Initial Program or Replacement Program or is from an [***] Program, as set forth below. For purposes of determining whether the Net Sales thresholds below in this Section 9.4.2 have been achieved for of a Licensed Product in a country occurring after expiration of the 57 Royalty Term for purposes of this Section 9.4.2, subject to Section 9.5, all Net Sales shall be calculated on a Licensed Product-by-Licensed Product basis for all Net Sales made by Novartis or any of its Affiliates or its or their Sublicensees of such Licensed Product during in such country will be disregarded in the calculation of royalties. Annual Aggregate Net Sales of Licensed Products in a Calendar Year Royalty Term applicable to such Licensed Product. Rate For clarity, the incremental royalty rates set forth below will only apply to that portion of the Annual Aggregate Net Sales of royalty-bearing Licensed Products that fall within the indicated range of sales. Annual Global Net Sales of the Applicable Licensed Product from the Initial Program or Replacement Program Royalty Rate The portion of annual global Net Sales of in such Licensed Product Calendar Year less than or equal to [***] [***] The For that portion of annual global Annual Aggregate Net Sales of Licensed Products in such Licensed Product Calendar Year greater than [***] but and less than or equal to [***] [***] The For that portion of annual global Annual Aggregate Net Sales of Licensed Products in such Licensed Product Calendar Year greater than [***] but and less than or equal to [***] [***] The For that portion of annual global Annual Aggregate Net Sales of Licensed Products in such Licensed Product Calendar Year greater than [***] [***] Annual Global Net Sales of the Applicable Licensed Product from an [***] Program Royalty Rate The portion of annual global Net Sales of such Licensed Product and less than or equal to [***] [***] The For that portion of annual global Annual Aggregate Net Sales of Licensed Products in such Licensed Product Calendar Year greater than [***] but and less than or equal to [***] [***] The For that portion of annual global Annual Aggregate Net Sales of Licensed Products in such Calendar Year greater than [***] and less than or equal to [***] [***] For that portion of Annual Aggregate Net Sales of Licensed Product Products in such Calendar Year greater than [***] [***]

Appears in 1 contract

Samples: License Agreement (Nanobiotix S.A.)

Royalty Rates. On a Licensed Product-by-Licensed Product and country-by-country basisSubject to Sections 8.5(b)-(d), during the Royalty Term in respect of such country, Novartis XXX shall pay to Precision a tiered royalty equal to the percentages of Virobay non-refundable, non-creditable royalties on aggregate annual global Net Sales of such all Licensed ProductProducts covered by any Virobay Patent in the Field in the Territory during the applicable Royalty Term, as set forth below (the “Royalty”), calculated by multiplying the applicable royalty rate percentage by the corresponding portion amount of aggregate global incremental Net Sales for such of all Licensed Product Products in such Calendar Yearthe Territory in each calendar year. The amount of the Royalty that is payable shall depend on whether the Licensed Product is from the Initial Program or Replacement Program or is from an [***] Program, as set forth below. For purposes of determining whether the Annual Net Sales thresholds below of Licensed Products in this Section 9.4.2 have been achieved for a Licensed Product for purposes of this Section 9.4.2, subject to Section 9.5, all Net Sales shall be calculated on a Licensed Product-by-Licensed Product basis for all Net Sales made by Novartis or any of its Affiliates or its or their Sublicensees of such Licensed Product during the Territory Royalty Term applicable to such Licensed Product. Rate For clarity, the incremental royalty rates set forth below will only apply to that portion of the annual aggregate Net Sales of royalty-bearing Licensed Products that fall within the indicated range of sales. Annual Global Net Sales of the Applicable Licensed Product from the Initial Program or Replacement Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [*** * *] [***] The * * * ]% For that portion of annual global aggregate Net Sales of such Licensed Product Products greater than [*** * *] but and less than or equal to [*** * *] [***] The * * * ]% For that portion of annual global aggregate Net Sales of such Licensed Product Products greater than [*** * *] but and less than or equal to [*** * *] [***] The * * * ]% For that portion of annual global aggregate Net Sales of such Licensed Product Products greater than [*** * *] [***] Annual Global Net Sales of the Applicable Licensed Product from an [***] Program Royalty Rate The portion of annual global Net Sales of such Licensed Product and less than or equal to [*** * *] [***] The * * * ]% For that portion of annual global aggregate Net Sales of such Licensed Product Products greater than [*** * *] but and less than or equal to [*** * *] [***] The * * * ]% For that portion of annual global aggregate Net Sales of such Licensed Product Products greater than [*** * *] [* * * ]% THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. For example, if aggregate annual Net Sales of all Licensed Products in the Territory is $[* * *] billion, then royalties payable by XXX equal ([* * *]% of $[* * *] million) + ([* * *]% of $[* * *] million) + ([* * *]% of $[* * *] million) + ([* * *]% of $[* * *] million) + ([* * *]% of $[* * *] million) = $[* * *] million.

Appears in 1 contract

Samples: Development and License Agreement (Virobay Inc)

Royalty Rates. On In partial consideration of the licenses granted by argenx to Xxxxxxx in accordance with Section 3.1 of this Agreement, Xxxxxxx shall pay to argenx royalties on the aggregate Net Sales of Licensed Products by Xxxxxxx, its Affiliates and sublicensees in the OUS Territory during each Calendar Year at the rates set forth in the table below. For clarity, Net Sales of all Licensed Products that contain a given Licensed Product-by-Compound shall be aggregated for purposes of calculation of royalties pursuant to this Section 8.6; provided, however, that Net Sales of a particular Licensed Product and country-by-in a particular country basis, during occurring after expiration of the Royalty Term in respect of such country, Novartis shall pay to Precision a tiered royalty equal to the percentages of annual global Net Sales of such Licensed Product, as set forth below (the “Royalty”), calculated by multiplying the applicable royalty rate percentage by the corresponding portion of aggregate global Net Sales for such Licensed Product in such country shall be disregarded in the calculation of royalties pursuant to this Section 8.6. Annual Aggregate Net Sales of Licensed Products in the OUS Territory Royalty Rate For that portion of annual Net Sales of Licensed Products in the OUS Territory in such Calendar Year. The amount of the Royalty that is payable shall depend on whether the Licensed Product is from the Initial Program or Replacement Program or is from an Year less than [...***...] Program, as set forth below. [...***...]% For purposes of determining whether the Net Sales thresholds below in this Section 9.4.2 have been achieved for a Licensed Product for purposes of this Section 9.4.2, subject to Section 9.5, all Net Sales shall be calculated on a Licensed Product-by-Licensed Product basis for all Net Sales made by Novartis or any of its Affiliates or its or their Sublicensees of such Licensed Product during the Royalty Term applicable to such Licensed Product. For clarity, the incremental royalty rates set forth below will only apply to that portion of the annual Net Sales of royalty-bearing Licensed Products that fall within in the indicated range of sales. Annual Global Net Sales of the Applicable Licensed Product from the Initial Program or Replacement Program Royalty Rate The portion of annual global Net Sales of OUS Territory in such Licensed Product less Calendar Year greater than or equal to [...***...] and less than [...***...] The [...***...]% For that portion of annual global Net Sales of Licensed Products in the OUS Territory in such Licensed Product Calendar Year greater than [***] but less than or equal to [...***...] and less than [...***...] The [...***...]% For that portion of annual global Net Sales of Licensed Products in the OUS Territory in such Licensed Product Calendar Year greater than [***] but less than or equal to [...***...] and less than [...***...] The [...***...]% For that portion of annual global Net Sales of Licensed Products in the OUS Territory in such Licensed Product Calendar Year greater than [***] [***] Annual Global Net Sales of the Applicable Licensed Product from an [***] Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [...***...] [...***] The portion ...]% By way of example, if annual global Net Sales of Licensed Products in the OUS Territory during such Calendar Year were [...***...], the royalties due with respect to such Licensed Product greater than would equal the sum of [...***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] [***...].

Appears in 1 contract

Samples: Collaboration and License Agreement (Argenx Se)

Royalty Rates. On Subject to the terms and conditions set forth in this Agreement, including, the terms of Sections 4.3.2, 4.3.3, 4.3.4, and 4.3.5, Daré will pay to MilanaPharm a royalty equal to a percentage of Annual Net Sales of each Licensed Product during the Royalty Term, which percentage is tiered in accordance with the following table, and where “Annual Net Sales” means total, worldwide Net Sales aggregated during any given calendar year (or portion thereof with respect to the calendar year in which the Effective Date occurs, and with respect to the calendar year during which this Agreement terminates or expires): Percentage of Annual Net Sales Annual Net Sales [***]% < $[***] million [***]% Portion of Annual Net Sales equal to or greater than $[***] million but less than $[***] million [***]% Portion of Annual Net Sales equal to or greater than $[***] million but less than $[***] million [***]% Portion of Annual Net Sales equal to or greater than $[***] million but less than $[***] million [***]% Portion of Annual Net Sales that is $[***] million or greater Royalties shall be paid under this Section 4.3.1, on a country-by-country and Licensed Product-by-Licensed Product and country-by-country basis, during the Royalty Term in respect of such country, Novartis shall pay to Precision a tiered royalty equal to the percentages of annual global on Net Sales of such each Licensed Product, as set forth below (Product made from the “Royalty”), calculated by multiplying the applicable royalty rate percentage by the corresponding portion First Commercial Sale of aggregate global Net Sales for such Licensed Product in such Calendar Year. The amount of the Royalty that is payable shall depend on whether the Licensed Product is from the Initial Program or Replacement Program or is from an [***] Program, as set forth below. For purposes of determining whether the Net Sales thresholds below in this Section 9.4.2 have been achieved for a Licensed Product for purposes of this Section 9.4.2, subject to Section 9.5, all Net Sales shall be calculated on a Licensed Product-by-Licensed Product basis for all Net Sales made by Novartis or any of its Affiliates or its or their Sublicensees of such Licensed Product each country during the Royalty Term applicable to such Licensed Product. For clarity, the incremental royalty rates set forth below will only apply to that portion of the Net Sales of royalty-bearing Licensed Products that fall within the indicated range of sales. Annual Global Net Sales of the Applicable Licensed Product from the Initial Program or Replacement Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] [***] Annual Global Net Sales of the Applicable Licensed Product from an [***] Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Appears in 1 contract

Samples: License Agreement (Dare Bioscience, Inc.)

Royalty Rates. On a Licensed Product-by-Licensed Product and country-by-country basisAs further consideration for the rights granted to VYNE under this Agreement, subject to the remainder of this Section 8.3, during the Royalty Term Term, VYNE shall make quarterly, non-refundable, except as set forth in respect of such countrySection 8.8, Novartis shall pay non-creditable royalty payments to Precision a tiered royalty equal to Tay on the percentages of annual global Net Sales of such Licensed Productall Products sold by or on behalf of VYNE, as its Affiliates or Sublicensees in the Territory at the applicable rate set forth below (in the “Royalty”), calculated by multiplying table below. Solely for the purpose of calculating the applicable royalty rate percentage by set forth in the corresponding portion table below, “Products” shall be deemed to include both Products as defined herein and “Products” as defined in the Topical License Agreement, which are subject to royalties thereunder at the same tiered royalty rates. By way of example only, if in a given Calendar Year, there are aggregate global Net Sales for such Licensed Product in such Calendar Year. The amount of the Royalty that is payable shall depend on whether the Licensed Product is from the Initial Program or Replacement Program or is from an Products (as defined hereunder) of [***] Program, as set forth below. For purposes of determining whether the and aggregate Net Sales thresholds below of Products (as defined in this Section 9.4.2 have been achieved for a Licensed Product for purposes the Topical License Agreement) of this Section 9.4.2[***], subject then the royalty rate of [***] shall attach to Section 9.5, all the portion of such combined Net Sales under [***] and the royalty rate of [***] shall be calculated on a Licensed Product-by-Licensed Product basis for all attach to the portion of such combined Net Sales made by Novartis or any of its Affiliates or its or their Sublicensees of such Licensed Product during the Royalty Term applicable to such Licensed Productgreater than [***]. For clarity, the incremental royalty rates set forth below will only apply to that portion of the no royalties shall be payable by VYNE hereunder on Net Sales of royalty-bearing Licensed Products that fall within (as defined in the indicated range Topical License Agreement), and payment of salessuch royalties is governed solely by the Topical License Agreement. Annual Global Net Sales in the Territory of the Applicable Licensed Product from the Initial Program or Replacement Program Products in a Calendar Year Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The 10% In the event that a permitted reduction under Section 8.3.3(a) and/or Section 8.3.3(b) applies, then the applicable royalty rate(s) for the portion of annual global the Net Sales subject to the reduction shall be determined based on the overall proportion of combined Net Sales of such Licensed Product greater than [***] [***] Annual Global Net Sales of Products in each royalty tier above during the Applicable Licensed Product from an [***] Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] applicable Calendar Year. [***]

Appears in 1 contract

Samples: License Agreement (VYNE Therapeutics Inc.)

Royalty Rates. On a Licensed Product-by-Licensed Product and country-by-country basis, during the Royalty Term in respect of such countryTerm, Novartis Lilly shall pay to Precision a tiered royalty equal to the percentages of annual global Net Sales of such Licensed Product, as set forth below (the “Royalty”), calculated by multiplying the applicable royalty rate percentage by the corresponding portion of aggregate global Net Sales for such Licensed Product in such Calendar Year. The amount of the Royalty that is payable shall depend on whether the Licensed Product is from the Initial Program or Replacement Program or is from an [***] Program, as set forth below. For purposes of determining whether the Net Sales thresholds below in this Section 9.4.2 have been achieved for a Licensed Product for purposes of this Section 9.4.2, subject to Section 9.5, all Net Sales of such Licensed Product shall be calculated on a Licensed Product-by-Licensed Product basis aggregated globally for all Net Sales sales made by Novartis Lilly or any of its Affiliates or its or their Sublicensees of such Licensed Product during the Royalty Term applicable to such Licensed Product, in any and all forms, presentations, dosages, and formulations. For clarity, the incremental royalty rates set forth below will only apply to that portion of the Net Sales of royalty-bearing Licensed Products that fall within the indicated range of sales. WEIL:\97737446\1\59474.0121 EXECUTION VERSION Annual Global Net Sales of the Applicable Licensed Product from the Initial Program or Replacement Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] [***] Annual Global Net Sales of the Applicable Licensed Product from an [***] Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] [***]

Appears in 1 contract

Samples: Development and License Agreement (Precision Biosciences Inc)

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Royalty Rates. On As further consideration for the rights granted to Licensee hereunder, subject to Section 5.10.3 and Section 6.2.3, commencing upon the date of the first Commercial Sale of a Licensed Product-by-Product in the Licensee Territory, Licensee shall pay to Licensor a royalty on Net Sales of each Licensed Product and country-by-in the Licensee Territory (excluding Net Sales of each Licensed Product in any country basis, during in the Licensee Territory for which the Royalty Term in respect of such country, Novartis shall pay to Precision a tiered royalty equal to the percentages of annual global Net Sales of such Licensed Product, as set forth below (the “Royalty”), calculated by multiplying the applicable royalty rate percentage by the corresponding portion of aggregate global Net Sales for such Licensed Product in such country has expired) during each Calendar Year. The amount Year at the following rates: Net Sales in the Licensee Territory of all Licensed Products Containing the Same Licensed Compound Royalty Rate For that portion of aggregate Net Sales of all Licensed Products containing the same Licensed Compound in the Licensee Territory during a Calendar Year less than $3,000,000,000 20 % For that portion of aggregate Net Sales of all Licensed Products containing the same Licensed Compound in the Licensee Territory during a Calendar Year equal to or greater than $3,000,000,000 but less than $5,000,000,000 24 % For that portion of aggregate Net Sales of all Licensed Products containing the same Licensed Compound in the Licensee Territory during a Calendar Year equal to or greater than $5,000,000,000 28 % Specific terms in this Exhibit have been redacted because such terms are both not material and are of the Royalty type that is payable shall depend on whether the Licensed Product is from the Initial Program Company treats as private or Replacement Program or is from an confidential. These redacted terms have been marked in this Exhibit with three asterisks [***] Program, as ]. The royalty tiers set forth belowin the table above shall apply separately to Licensed Products that contain different Licensed Compounds. For purposes of determining whether the example, if Net Sales thresholds below for all Licensed Products containing the Initial Licensed Compound in this Section 9.4.2 have been achieved the Licensee Territory during a Calendar Year are $2,000,000,000, and Net Sales during for all Licensed Products containing a Licensed Product for purposes of this Section 9.4.2Compound different from the Initial Licensed Compound in the Licensee Territory during such Calendar Year are $2,500,000,000, subject to Section 9.5, then all such Net Sales for both sets of Licensed Products during such Calendar Year shall be calculated on bear a Licensed Product-by-royalty rate of 20%. With respect to each Licensed Product basis in each country in the Licensee Territory, from and after the expiration of the Royalty Term for all Net Sales made by Novartis or any of its Affiliates or its or their Sublicensees of such Licensed Product during the Royalty Term applicable to in such Licensed Product. For claritycountry, the incremental royalty rates set forth below will only apply to that portion of the Net Sales of royalty-bearing Licensed Products that fall within the indicated range of sales. Annual Global Net Sales of the Applicable Licensed Product from the Initial Program or Replacement Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [***] [***] The portion in such country shall be excluded for purposes of annual global calculating the Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] [***] Annual Global Net Sales of the Applicable Licensed Product from an [***] Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] [***]thresholds and ceilings set forth in this Section 6.2.1.

Appears in 1 contract

Samples: License Agreement (Reata Pharmaceuticals Inc)

Royalty Rates. On Commencing upon the First Commercial Sale of a Licensed Product in a country in the Territory, on a Product-by-Licensed Product and country-by-country basis, during the Royalty Term in respect of such country, Novartis shall BII will pay to Precision a Epizyme tiered royalty equal to the percentages of annual global royalties on Net Sales of such Licensed each Product in the Territory or ROW as applicable during each Calendar Year at the following rates: Calendar Year Net Sales of a Product in a Country in the Territory or ROW as Applicable Royalty Rate BII Controlled Project (i.e., Achieved by BII Product, as set forth below (the “Royalty”), calculated by multiplying the applicable royalty rate percentage by the corresponding ) For that portion of aggregate global Net Sales for such Licensed Product in such Calendar Year. The amount of the Royalty that is payable shall depend on whether the Licensed Product is from the Initial Program or Replacement Program or is from an [***] Program, as set forth below. For purposes of determining whether the Net Sales thresholds below in this Section 9.4.2 have been achieved for a Licensed Product for purposes of this Section 9.4.2, subject to Section 9.5, all Net Sales shall be calculated on a Licensed Product-by-Licensed Product basis for all Net Sales made by Novartis or any of its Affiliates or its or their Sublicensees of such Licensed Product during the Royalty Term applicable to such Licensed Product. For clarity, the incremental royalty rates set forth below will only apply to that portion of the Net Sales of royalty-bearing Licensed Products a Product in the Territory during a Calendar Year that fall within the indicated range of sales. Annual Global Net Sales of the Applicable Licensed Product from the Initial Program or Replacement Program Royalty Rate The portion of annual global Net Sales of such Licensed Product are less than or equal to $[***] [***] The ]% For that portion of annual global aggregate Net Sales of such Licensed a Product greater in the Territory during a Calendar Year that are more than or equal to $[***] but and less than or equal to $[***] [***] The ]% For that portion of annual global aggregate Net Sales of such Licensed a Product in the Territory during a Calendar Year that are greater than $[***] but and less than or equal to $[***] [***] The ]% For that portion of annual global aggregate Net Sales of such Licensed a Product in the Territory during a Calendar Year that are greater than $[***] [***] Annual Global ]% Jointly Controlled Project (i.e., Achieved by Joint Product) For that portion of aggregate Net Sales of a Product in the Applicable Licensed Product from an [***] Program Royalty Rate The portion of annual global Net Sales of such Licensed Product ROW during a Calendar Year that are less than or equal to $[***] [***] The ]% For that portion of annual global aggregate Net Sales of such Licensed a Product greater in the ROW during a Calendar Year that are more than or equal to $[***] but and less than or equal to $[***] [***] The ]% For that portion of annual global aggregate Net Sales of such Licensed a Product in the ROW during a Calendar Year that are greater than $[**] and less than or equal to $[**] [**]% For that portion of aggregate Net Sales of a Product the ROW during a Calendar Year that are greater than $[**] [**]%

Appears in 1 contract

Samples: Collaboration Agreement (Epizyme, Inc.)

Royalty Rates. On a Licensed Product-by-Licensed Product and country-by-country basisSubject to Sections 8.5(b)-(d), during the Royalty Term in respect of such country, Novartis XXX shall pay to Precision a tiered royalty equal to the percentages of Virobay non-refundable, non-creditable royalties on aggregate annual global Net Sales of such all Licensed ProductProducts covered by any Virobay Patent in the Field in the Territory during the applicable Royalty Term, as set forth below (the “Royalty”), calculated by multiplying the applicable royalty rate percentage by the corresponding portion amount of aggregate global incremental Net Sales for such of all Licensed Product Products in such Calendar Yearthe Territory in each calendar year. The amount of the Royalty that is payable shall depend on whether the Licensed Product is from the Initial Program or Replacement Program or is from an [***] Program, as set forth below. For purposes of determining whether the Annual Net Sales thresholds below of Licensed Products in this Section 9.4.2 have been achieved for a Licensed Product for purposes of this Section 9.4.2, subject to Section 9.5, all Net Sales shall be calculated on a Licensed Product-by-Licensed Product basis for all Net Sales made by Novartis or any of its Affiliates or its or their Sublicensees of such Licensed Product during the Territory Royalty Term applicable to such Licensed Product. Rate For clarity, the incremental royalty rates set forth below will only apply to that portion of the annual aggregate Net Sales of royalty-bearing Licensed Products that fall within the indicated range of sales. Annual Global Net Sales of the Applicable Licensed Product from the Initial Program or Replacement Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [*** * *] [*** * *] The % For that portion of annual global aggregate Net Sales of such Licensed Product Products greater than [*** * *] but and less than or equal to [*** * *] [*** * *] The % For that portion of annual global aggregate Net Sales of such Licensed Product Products greater than [*** * *] but and less than or equal to [*** * *] [*** * *] The % For that portion of annual global aggregate Net Sales of such Licensed Product Products greater than [*** * *] [***] Annual Global Net Sales of the Applicable Licensed Product from an [***] Program Royalty Rate The portion of annual global Net Sales of such Licensed Product and less than or equal to [*** * *] [*** * *] The % For that portion of annual global aggregate Net Sales of such Licensed Product Products greater than [*** * *] but and less than or equal to [*** * *] [*** * *] The % For that portion of annual global aggregate Net Sales of such Licensed Product Products greater than [*** * *] [* * *] % THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. For example, if aggregate annual Net Sales of all Licensed Products in the Territory is $[* * *] billion, then royalties payable by XXX equal ([* * *]% of $[* * *] million) + ([* * *]% of $[* * *] million) + ([* * *]% of $[* * *] million) + ([* * *]% of $[* * *] million) + ([* * *]% of $[* * *] million) = $[* * *] million.

Appears in 1 contract

Samples: Development and License Agreement (Virobay Inc)

Royalty Rates. On As further consideration for the rights granted to Licensee hereunder, subject to Section 5.10.3 and Section 6.2.3, commencing upon the date of the first Commercial Sale of a Licensed Product-by-Product in the Licensee Territory, Licensee shall pay to Licensor a royalty on Net Sales of each Licensed Product and country-by-in the Licensee Territory (excluding Net Sales of each Licensed Product in any country basis, during in the Licensee Territory for which the Royalty Term in respect of such country, Novartis shall pay to Precision a tiered royalty equal to the percentages of annual global Net Sales of such Licensed Product, as set forth below (the “Royalty”), calculated by multiplying the applicable royalty rate percentage by the corresponding portion of aggregate global Net Sales for such Licensed Product in such country has expired) during each Calendar Year. The amount of Year at the Royalty that is payable shall depend on whether the Licensed Product is from the Initial Program or Replacement Program or is from an [***] Program, as set forth below. For purposes of determining whether the following rates: Net Sales thresholds below in this Section 9.4.2 have been achieved for a the Licensee Territory of all Licensed Product for purposes of this Section 9.4.2, subject to Section 9.5, all Net Sales shall be calculated on a Products Containing the Same Licensed Product-by-Licensed Product basis for all Net Sales made by Novartis or any of its Affiliates or its or their Sublicensees of such Licensed Product during the Compound Royalty Term applicable to such Licensed Product. Rate For clarity, the incremental royalty rates set forth below will only apply to that portion of the aggregate Net Sales of royalty-bearing all Licensed Products that fall within containing the indicated range of sales. Annual Global Net Sales of same Licensed Compound in the Applicable Licensed Product from the Initial Program or Replacement Program Royalty Rate The portion of annual global Net Sales of such Licensed Product Licensee Territory during a Calendar Year less than or equal to $[***] [***] The % For that portion of annual global aggregate Net Sales of such all Licensed Product Products containing the same Licensed Compound in the Licensee Territory during a Calendar Year equal to or greater than $[***] but less than or equal to $[***] [***] The % For that portion of annual global aggregate Net Sales of such all Licensed Product Products containing the same Licensed Compound in the Licensee Territory during a Calendar Year equal to or greater than [***] but less than or equal to $[***] [***] % The portion royalty tiers set forth in the table above shall apply separately to Licensed Products that contain different Licensed Compounds. For example, if Net Sales for all Licensed Products containing the Initial Licensed Compound in the Licensee Territory during a Calendar Year are $[***], and Net Sales during for all Licensed Products containing a Licensed Compound different from the Initial Licensed Compound in the Licensee Territory during such Calendar Year are $[***], then all such Net Sales for both sets of annual global Licensed Products during such Calendar Year shall bear a royalty rate of [***]%. With respect to each Licensed Product in each country in the Licensee Territory, from and after the expiration of the Royalty Term for such Licensed Product in such country, Net Sales of such Licensed Product greater than [***] [***] Annual Global in such country shall be excluded for purposes of calculating the Net Sales of the Applicable Licensed Product from an [***] Program Royalty Rate The portion of annual global Net Sales of such Licensed Product less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] but less than or equal to [***] [***] The portion of annual global Net Sales of such Licensed Product greater than [***] [***]thresholds and ceilings set forth in this Section 6.2.1.

Appears in 1 contract

Samples: License Agreement (Reata Pharmaceuticals Inc)

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