Type II Licensed Products Clause Samples
The 'Type II Licensed Products' clause defines a specific category of products that are covered under a licensing agreement, typically distinguishing them from other types of licensed products based on certain characteristics, uses, or markets. This clause clarifies which products fall under the 'Type II' designation, such as those incorporating a particular technology or intended for a specific application, and outlines the rights and obligations related to their manufacture, sale, or distribution. Its core function is to ensure both parties have a clear understanding of the scope of the license as it pertains to these products, thereby reducing ambiguity and potential disputes over what is included under the agreement.
Type II Licensed Products. As partial consideration for the license granted under Section 2.1.2, Licensee shall pay Harvard an amount equal to the following percentages of Net Sales with respect to Type II Licensed Products:
4.5.2.1 for Net Sales by Licensee and its Affiliates, [* * *] of such Net Sales; and
4.5.2.2 for Net Sales by a Sublicensee, the greater of (a) [* * *] of such Net Sales and (b) [* * *] of royalties payable by such Sublicensee to Licensee on account of such Net Sales. Such royalties shall be payable under this Agreement on a Licensed Product by Licensed Product and country by country basis until [* * *] have passed since the date of [* * *] in each such country.
Type II Licensed Products. Development Milestones for the First Type II Licensed Product
Type II Licensed Products. Licensee shall pay Harvard, on a country-by-country and Licensed Product-by-Licensed Product basis, royalties on Net Sales of each Type II Licensed Product, at a royalty rate determined by (i) cumulative Net Sales of such Type II Licensed Product and (ii) whether such Type II Licensed Product is an antibiotic product or a non-antibiotic product, pursuant to the table above in this Section 4.3.1, for a period of [***] ([***]) years from the date of the First Commercial Sale of such Type II Licensed Product in such country. For clarity, if a Type I Licensed Product becomes a Type II Licensed Product due to expiration of Patent Rights prior to the end of the [***] period referenced above, such Licensed Product shall be subject to the royalty terms set forth above regarding Type II Licensed Products, and Licensee will pay Harvard royalties in accordance with this Section 4.3.1.2 until the expiration of the remaining portion of the applicable [***] period.
Type II Licensed Products. Subject to the provisions of Section 4.3, Section 4.5.1.4 and Section 4.5.2 hereof and to the provisions set forth below in this Section 4.5.1.2, Licensee shall pay Harvard an amount equal to (a) [***] of the first [***] of annual Net Sales of Type II Licensed Products in the Developed Countries, (b) [***] of annual Net Sales of Type II Licensed Products in the Developed Countries in excess of [***] and (c) [***] of all Net Sales of Type II Licensed Products in the Developing Countries. Such amounts shall be payable, on a Type II Licensed Product-by-Type II Licensed Product and country-by-country basis, until expiration of the last to expire Valid Claim covering such Type II Licensed Product in such country. Notwithstanding the foregoing, if the making, using or selling of a Type II Licensed Product is covered only by a Valid Claim within the Joint Patent Rights (and not by any Valid Claim within the Existing Patent Rights or Consulting Patent Rights) in a certain country, the royalty rates specified above with respect to such Type II Licensed Product shall be reduced by [***] in such country.
Type II Licensed Products. As partial consideration for the license granted under Section 2.1.2, Licensee shall pay Harvard an amount equal to the following percentages of Net Sales with respect to Type II Licensed Products: 4.
5.2.1 for Net Sales by Licensee and its Affiliates, [* * *] of such Net Sales; and