Common use of Royalty Rates Clause in Contracts

Royalty Rates. Within [***] ([***]) [***] after the end of each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the applicable Royalty Term, Hansoh shall make royalty payments to Viela based on Net Sales of all Licensed Products sold in the Territory in accordance with the table below. Within [***] ([***]) [***] after the end of each calendar quarter during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of Net Sales of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Appears in 2 contracts

Samples: License and Collaboration Agreement (Viela Bio, Inc.), License and Collaboration Agreement (Viela Bio, Inc.)

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Royalty Rates. Within [***] As further consideration for the rights granted to BioCryst hereunder and subject to this Section 5.4 (Royalties), with respect to each Calendar Quarter during the Royalty Term applicable to the Covered Product, BioCryst shall pay to Clearside royalties on annual Net Sales of the Covered Product by BioCryst, its Affiliates and Sublicensees in the Territory, as calculated by multiplying the applicable royalty rate by the corresponding amount of incremental Net Sales of the Covered Product in the Territory in such Calendar Quarter, as follows: CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) [***] after the end of each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the applicable Royalty Term, Hansoh shall make royalty payments to Viela based on NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Annual Net Sales of all Licensed Products sold in the Territory in accordance with the table below. Within [***] ([***]) [***] after the end of each calendar quarter during the Term, Hansoh shall provide to Viela a report Covered Product Royalty Rate For that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount portion of Net Sales of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, including any royalty reduction made Covered Product in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is each Calendar Year less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % or equal to $[***] [***] Percent ([***]%) For that portion of Net Sales of the Covered Product in each Calendar Year greater than $[***] but less than or equal to $[***] [***] Percent ([***]%) For that portion of Net Sales of the Covered Product in each Calendar Year greater than $1,500,000,000 [***] Percent ([***] [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT]%) BioCryst will have no obligation to pay any royalty with respect to Net Sales of the Covered Product in any country after the Royalty Term for the Covered Product in such country has expired. Following the expiration of the Royalty Term for the Covered Product in a country, MARKED BY BRACKETSthe license grants in Section 2.1 (License Grant) will become fully-paid, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDroyalty-free, perpetual and irrevocable for the Covered Product in such country, and no further royalties will be payable. For clarity, no royalties are due on Net Sales of the Covered Product arising from compassionate use and other programs providing for the delivery of the Covered Product at or below cost.

Appears in 1 contract

Samples: License Agreement (Clearside Biomedical, Inc.)

Royalty Rates. Within [***] ([***]) [***] after Subject to the end terms of each calendar quarterthis Section 7.5, commencing with the calendar quarter during which the First Commercial Sale of Qilu shall pay to Arbutus tiered royalties on Annual Net Sales in a given Calendar Year as provided below. Royalties shall be payable on a Licensed Product-by-Licensed Product is made anywhere in the Territory and Relevant Region-by-Relevant Region basis during the applicable Royalty Term. For clarity, Hansoh the royalties (and royalty tiers) set forth below shall make royalty payments to Viela be calculated on an aggregate basis based on Net Sales of all Licensed Products sold in the Territory in accordance with the table belowa Calendar Year. Within [***] ([***]) [***] after the end of each calendar quarter during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of Annual Net Sales in a Given Calendar Year (in Dollars) Royalty Rate Portion of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Annual Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited given Calendar Year above $0 and up to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % including $[***] [***]% Portion of Annual Net Sales in a given Calendar Year greater than $[***] up to and including $[***] [***]% Portion of Annual Net Sales in a given Calendar Year greater than $[***] up to and including $[***] [***] ]% Portion of Annual Net Sales in a given Calendar Year greater than $[***]up to and including $[***] [***] ]% Portion of Annual Net Sales in a given Calendar Year greater than $[***] [***] [***] [***] [*] = ]% The applicable royalty rate set forth in the table above will apply only to that portion of the Annual Net Sales during a given Calendar Year that falls within the indicated range. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS“[***]”, HAS BEEN OMITTED BECAUSE THE INFORMATION IT IS BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

Appears in 1 contract

Samples: Technology Transfer and Exclusive License Agreement (Arbutus Biopharma Corp)

Royalty Rates. Within [***] thirty ([***]30) [***] days after the end of each calendar quarterCalendar Quarter (the “Payment Period”), commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the applicable Royalty Term, Hansoh ASTELLAS shall make pay THERAVANCE royalty [*]=CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. payments to Viela based on Net Sales of all Licensed Products sold in the Territory in accordance with the table below. Within [***] ([***]) [***] after the end of each calendar quarter such Payment Period during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-byBasic as follows: On total Calendar Year-region basis: (i) the amount of to-date Net Sales of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, up to and including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTOn total Calendar Year-to-date Net Sales greater than [*] and up to and including [*] [*] On total Calendar Year-to-date Net Sales greater than [*] [*] For example, MARKED BY BRACKETSwhere total Calendar Year-to-date Net Sales in all Countries in the Territory totals to [*] (for example, HAS BEEN OMITTED BECAUSE THE INFORMATION [*] in each of [*] Countries), the royalties are calculated as follows: The first [*] is subject to the [*] rate, yielding [*] in royalties on that portion of the Calendar Year’s Net Sales. The next [*] is subject to the [*] rate, yielding [*] in royalties on that portion of the Calendar Year’s Net Sales. The last [*] is subject to the [*] rate, yielding [*] on that portion of the Calendar Year’s Net Sales. The total royalty for the year calculated under this Section 6.03(a) would be [*] plus [*] plus [*] for a grand total for the year of [*]. (ITo avoid doubt, depending upon the facts and circumstances, this total may be subject to adjustment under Sections 6.03(c)-(f).) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDThe Parties agree that the [*] set forth in [*] under this Agreement.

Appears in 1 contract

Samples: Agreement (Theravance Inc)

Royalty Rates. Within In further consideration for the licenses and other rights granted to Acadia herein by Stoke, subject to the remainder of this Section 9.3(c), Acadia shall make quarterly non-refundable, non-creditable royalty payments to Stoke on the aggregate Net Sales, on a [***] ([***]) Licensed Product-by-[***] after the end of each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the applicable Royalty Termbasis, Hansoh shall make royalty payments to Viela based on Net Sales of all Licensed Products sold in the Territory in accordance with a given Calendar Year, calculated by multiplying the applicable royalty rate set forth below by such Net Sales. The applicable royalty rates set forth in the table belowbelow will apply only to that portion of the Net Sales during a given Calendar Year that falls within the indicated range. Within Net Sales of each [***] ([***]) Licensed Product throughout the Territory will be aggregated for purposes of determining the royalty tiers and royalties, provided that if no royalty is payable on a given unit of [***] after Licensed Product (i.e., following the end expiration of each calendar quarter during the Term[***] Royalty Term for such [***] Licensed Product in a given country), Hansoh shall provide to Viela a report that contains then the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of Net Sales of such unit of [***] Licensed Product, (ii) a calculation Product shall not be included in Net Sales for purposes of determining the royalty payment tiers and royalties due on such Net Saleshereunder. All royalty payments, including any royalty reduction and associated reports, shall be made in accordance with Section 5.4(d9.7(c), and (iii) the exchange rate used for converting any . Aggregate Annual Net Sales recorded in of a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt Licensed Product in the Territory Royalty Rate Portion of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % in a given Calendar Year less than or equal to [***] [***] Portion of Net Sales in a given Calendar Year greater than [***] but less than or equal to [***] [***] Portion of Net Sales in a given Calendar Year greater than [***] but less than or equal to [***] [***] Portion of Net Sales in a given Calendar Year greater than [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.]

Appears in 1 contract

Samples: License and Collaboration Agreement (Stoke Therapeutics, Inc.)

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Royalty Rates. Within [***] ([***]) [***] after In further consideration for the end licenses and other rights granted to Acadia herein by Stoke, subject to the remainder of each calendar quarterthis Section 9.2(c), commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the applicable Royalty Term, Hansoh Acadia shall make quarterly non-refundable, non-creditable royalty payments to Viela based Stoke on the aggregate Net Sales of all Sales, on a MECP2 Licensed Products Product-by- MECP2 Licensed Product basis, sold in the Territory in accordance with a given Calendar Year, calculated by multiplying the applicable royalty rate set forth below by such Net Sales. The applicable royalty rates set forth in the table belowbelow will apply only to that portion of the Net Sales during a given Calendar Year that falls within the indicated range. Within [***] ([***]) [***] after the end Net Sales of each calendar quarter during MECP2 Licensed Product throughout the TermTerritory will be aggregated for purposes of determining the royalty tiers and royalties, Hansoh shall provide to Viela a report provided that contains the following information for the applicable calendar quarter, if no royalty is payable on a region-by-region basis: given unit of MECP2 Licensed Product (i) i.e., following the amount expiration of the MECP2 Royalty Term for such MECP2 Licensed Product in a given country), then the Net Sales of such unit of MECP2 Licensed Product, (ii) a calculation Product shall not be included in Net Sales for purposes of determining the royalty payment tiers and royalties due on such Net Saleshereunder. All royalty payments, including any royalty reduction and associated reports, shall be made in accordance with Section 5.4(d9.7(c), and (iii) the exchange rate used for converting any Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Aggregate Annual Net Sales of all a MECP2 Licensed Products Product in the Territory Royalty % Rate Portion of Net Sales in a given Calendar Year less than or equal to [***] [***] Portion of Net Sales in a given Calendar Year greater than [***] but less than or equal to [***] [***] Portion of Net Sales in a given Calendar Year greater than [***] but less than or equal to ***] [***] Portion of Net Sales in a given Calendar Year greater than [***] [***] [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.]

Appears in 1 contract

Samples: License and Collaboration Agreement (Stoke Therapeutics, Inc.)

Royalty Rates. Within [***] ([***]) [***] after Subject to the end other terms of each calendar quarterthis Section 5.4, commencing with on a Product-by-Product basis, during the calendar quarter during which the First Commercial Sale of Royalty Term for a Licensed given Product is made anywhere in a given country in the Territory and during the applicable Royalty TermBearing Territory, Hansoh Merck shall make make, on a Calendar Year basis, royalty payments to Viela based NewLink on Net Sales of all Licensed Products sold in the Territory in accordance with the table below. Within [***] ([***]) [***] after the end of each calendar quarter during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of Product Net Sales of such Licensed Product in a given Calendar Year in such countries at the applicable royalty rate set forth below (which royalty rates shall be different for the Current Product and for any other Product as set forth below). For clarity, the royalties (and royalty tiers) shall be calculated separately on a Product, (ii) a calculation of the royalty payment due on such Net Sales, including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any -by-Product basis. Current Product Annual Product Net Sales recorded of a given Product in the Royalty-Bearing Territory in a currency other than Dollars. In the case that the annualized royalty rate during given Calendar Year Royalty Rate for Product Net Sales Portion of annual Product Net Sales for a particular calendar year is more than that set forth given Product in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and applicable countries in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within Royalty Bearing Territory up to and including $[***] (in a given Calendar Year [***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[***] and less than or equal to $[***] in a given Calendar Year [***] ]% Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[***] and less than or equal to $[***] in a given Calendar Year [***] ]% Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[***] in a given Calendar Year [***] ]% Products other than Current Product Annual Product Net Sales of a given Product in the Royalty-Bearing Territory in a given Calendar Year Royalty Rate for Product Net Sales Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory up to and including $[***] in a given Calendar Year [***] ]% Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[**] and less than or equal to $[**] in a given Calendar Year [**]% Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[**] and less than or equal to $[**] in a given Calendar Year [**]% Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[**] in a given Calendar Year [**]% For clarity, (i) if no royalty is payable on a given unit of Product (e.g., following the Royalty Term for such Product in a given country or sales of a given Product outside of the Royalty Bearing Territory), then the Product Net Sales of such unit of Product shall not be included for purposes of determining the foregoing royalty tiers and (ii) Product Net Sales of a given Product will not be combined with [**] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTCertain confidential information contained in this document, MARKED BY BRACKETSmarked by brackets, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDhas been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Product Net Sales of any other Product for purposes of determining the foregoing royalty tiers.

Appears in 1 contract

Samples: License and Collaboration Agreement (Newlink Genetics Corp)

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