Common use of Running Royalty Clause in Contracts

Running Royalty. As consideration for the license under this Agreement, if a Licensed Product contains [***] or another compound that is specifically disclosed in one or more of the patents or patent applications listed in Exhibit A, Licensee shall pay to Licensor an earned royalty of [***] percent ([***]%) of Net Sales, whether Net Sales are achieved by Licensee or by a Sublicensee. For example, if Net Sales by Licensee in a territory are [***] dollars ($[***]), a royalty of [***] dollars ($[***]) will be due to Licensor. If Net Sales by any Sublicensee in a territory are [***] dollars, a royalty of [***] dollars will be due to Licensor, payable by Licensee. If a Licensed Product contains as its active principle a compound that is not specifically disclosed in one or more of the patents or patent applications listed in Exhibit A, Licensee shall pay to Licensor an earned royalty of [***] percent ([***]%) of Net Sales, whether Net Sales are achieved by Licensee or by a Sublicensee. Earned royalties shall accrue in each country, the period of time commencing on the date of the First Commercial Sale in that country and continuing until the later of (a) the expiration of the last to expire Valid Claim in that country covering the manufacture, use or sale of such Licensed Product in such country, (b) ten (10) years from the date of the First Commercial Sale in that country, or (c) the expiration in that country of regulatory exclusivity that effectively bars the commercial sale of a generic version of a Licensed Product by a third party. Upon the occurrence in any given country of the later of events (a) through (c) in the preceding sentence, no further royalty shall accrue to Licensor for Net Sales in that country regardless of the amount of sales achieved in that country by Licensee or any Sublicensee.

Running Royalty. As consideration for In addition to the license under Section 3.1 License Issue Fee, Licensee agrees to pay to UFRF as earned royalties a royalty calculated as a percentage of Net Sales in accordance with the terms and conditions of this Agreement, if . The royalty is deemed earned as of the earlier of: (i) the date the Licensed Product and/or Licensed Process is actually sold and paid for; (ii) the date an invoice is sent by Licensee; or (iii) the date a Licensed Product contains [***] or another compound that and/or Licensed Process is specifically disclosed transferred to a third party for any promotional reasons. The royalty shall remain fixed while this Agreement is in one or more of the patents or patent applications listed in Exhibit A, Licensee shall pay to Licensor an earned royalty effect at a rate of [***] percent (of Net Sales. In the event that licenses from third parties are required by Licensee in order to make, have made, use, sell, offer to sell or import any particular Licensed Product or Licensed Process, then the earned royalty which Licensee is obligated to pay UFRF under this Section 3.2 shall be reduced by [***]%] for each one dollar ($1.00) of Net Salesin royalties which Licensee is obligated to pay to third parties under such licenses, whether Net Sales are achieved by Licensee or by a Sublicensee. For examplefurther provided, if Net Sales by Licensee in a territory are however, that the royalties payable to UFRF under this Section 3.2 shall not be reduced to less than [***] dollars ($[***]), a royalty of [***] dollars ($[***]) will be due to Licensor. If the applicable Net Sales by any Sublicensee in a territory are [***] dollars, a royalty of [***] dollars will be due to Licensor, payable by LicenseeSales. If a Licensed Product contains as its active principle a compound that or Licensed Process is not specifically disclosed in one or more covered under another patent of UFRF, the rights to which have been licensed to Licensee by UFRF under any of the patents or patent applications listed in Exhibit Alicense agreements of the License Agreement Group, Licensee shall pay to Licensor an earned royalty and which license agreement calls for the payment of royalties at the rate of [***] percent ([***]%) of Net Sales, whether Net Sales are achieved by Licensee or by a Sublicensee. Earned duplicative royalties shall accrue in each country, for the period of time commencing on the date of the First Commercial Sale in that country and continuing until the later of (a) the expiration of the last to expire Valid Claim in that country covering the manufacture, use or sale sales of such Licensed Product in or Licensed Process shall not be owed to UFRF by Licensee. Under such countrycircumstances, (b) ten (10) years from the date royalty calculation shall be made only once, even though the sale of the First Commercial Sale in that country, or (c) the expiration in that country of regulatory exclusivity that effectively bars the commercial sale of a generic version of a Licensed Product by a third party. Upon the occurrence in any given country of the later of events (a) through (c) in the preceding sentence, no further royalty shall accrue to Licensor for Net Sales in that country regardless of the amount of sales achieved in that country by Licensee or any SublicenseeLicensed Process may fall under more than one patent and more than one license agreement.

Running Royalty. As consideration On a Product-by-Product and country-by-country basis, for the license under this Agreement, if a Licensed Product contains [***] or another compound that is specifically disclosed in one or more of the patents or patent applications listed in Exhibit A, Licensee shall pay to Licensor an earned royalty of [***] percent ([***]%) of Net Sales, whether Net Sales are achieved by Licensee or by a Sublicensee. For example, if Net Sales by Licensee in a territory are [***] dollars ($[***]), a royalty of [***] dollars ($[***]) will be due to Licensor. If Net Sales by any Sublicensee in a territory are [***] dollars, a royalty of [***] dollars will be due to Licensor, payable by Licensee. If a Licensed Product contains as its active principle a compound that is not specifically disclosed in one or more of the patents or patent applications listed in Exhibit A, Licensee shall pay to Licensor an earned royalty of [***] percent ([***]%) of Net Sales, whether Net Sales are achieved by Licensee or by a Sublicensee. Earned royalties shall accrue in each country, the period of time commencing on the date of the First first Commercial Sale Sales of a Product in a country where a Valid Claim of a Patent covers that country Product (that date for each Product, the “Commercial Sales Start Date”) and continuing until the later of of: (a) the expiration or abandonment of the last to expire Valid Claim in that country covering of the manufacture, use Patents (whichever comes later); or sale of such Licensed Product in such country, (b) ten the tenth (1010th) years from anniversary of the Commercial Sales Start Date (that period for each Product, the “Royalty Term”), Bluejay shall pay to Toray a royalty of seven point five percent (7.5%) of the Net Sales of Chip Products for IL-6 in countries where a Valid Claim of a Patent covers those Chip Products; provided, however, that if the FDA requires Bluejay to re-conduct clinical studies for the purpose of obtaining Market Approval in the U.S. due to quality problems attributable to Toray Chips for IL-6, Bluejay may reduce the royalty to four percent (4%); and provided further that on a Product-by-Product and country-by-country basis, the royalty for Products shall be reduced by fifty percent (50%) if at any time during such period a Product ceases to be covered by a Valid Claim of a Patent in the country where the Product is sold (for clarity, if the Commercial Sales Start Date of a Product occurs after a Product ceases to be covered by a Valid Claim of a Patent in the country where the Product is sold, the royalty for such Product will be reduced by fifty percent (50%) at the beginning of the Royalty Term). Toray shall promptly notify Xxxxxxx in writing of the loss of any such cover, and any such royalty reduction shall take effect with respect to all sales with respect to the applicable Product and country on and after the date on which such cover is lost. Bluejay may offset the amount of royalties due in the payment quarter immediately following the date of the First Commercial Sale in that country, or (c) the expiration in that country receipt of regulatory exclusivity that effectively bars the commercial sale of a generic version of a Licensed Product by a third party. Upon the occurrence in Xxxxx’s notice against any given country of the later of events (a) through (c) in the preceding sentence, no further royalty shall accrue to Licensor for Net Sales in that country regardless of the amount of sales achieved in that country excess royalties previously paid due to the loss of such cover. The royalty for Products other than Chip Products for IL-6 shall be determined separately by Licensee or any Sublicenseewritten agreement between the Parties.