Basis for Royalty Sample Clauses

Basis for Royalty. This Section 9.4 is intended to provide for payments to Cytokinetics equal to the percentages of Net Sales set forth in this Section 9.4 for the duration of the Royalty Term. In establishing this payment structure, the Parties recognize, and Ji Xing acknowledges, the substantial value of the various actions and investments undertaken by Cytokinetics prior to the Effective Date and that Cytokinetics will undertake under this Agreement, and that the value of the Cytokinetics Licensed IP licensed to Ji Xing hereunder resides substantially in Cytokinetics Know-How. As a result, the Parties attribute such value to Cytokinetics’ leading proprietary knowledge in the subject matter, including trade secrets, preclinical and clinical data pertaining to the Compound and Product, and regulatory filings made by Cytokinetics prior to the Effective Date, in each case created or generated by Cytokinetics through the expenditure of significant resources and as a result of Cytokinetics’ unique innovative capabilities. The Parties agree that because Cytokinetics is not separately compensated under this Agreement for such additional benefits, the royalties set forth above are appropriate for the duration of the Royalty Term. The Parties have agreed to the payment structure set forth herein as a convenient and fair mechanism for both Parties in order to compensate Cytokinetics for these additional benefits as part of the overall consideration for Cytokinetics to enter into this Agreement.
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Basis for Royalty. This Section 5.4 is intended to provide for payments to Intrexon equal to the percentages of Net Sales set forth in this Section 5.3 during the period that such Licensed Product, its manufacture, use, sale, offer for sale or importation is covered by a Valid Claim under Intrexon Patents in such country. In establishing this payment structure, the Parties recognize, and Elanco acknowledges, the substantial value of the various actions and investments undertaken by Intrexon prior to the Effective Date and that Intrexon will undertake under this Agreement, and that the value of the Intrexon Channel Technology to be used in the ECC, resides substantially in Intrexon Know-How. As a result, the Parties attribute such value to Intrexon’s leading proprietary knowledge in the subject matter, its discovery, design and optimization of any Product Candidate for pharmaceutical applications using Intrexon’s proprietary biosynthesis technology and proprietary manufacturing process, in each case created or generated by Intrexon through the expenditure of significant resources and as a result of the innovative capabilities unique to Intrexon. The Parties agree that because Intrexon is not separately compensated under this Agreement for such additional benefits, a Know-How Royalty after the expiration of Intrexon Patents, is appropriate. The Parties have agreed to the payment structure set forth herein as a convenient and fair mechanism for both Parties in order to compensate Intrexon for these additional benefits.
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Basis for Royalty. This Section 8.3 is intended to provide for payments to FivePrime *** to the percentages of Net Sales set forth in this Section 8.3 for the duration of the Royalty Term. In establishing this payment structure, the Parties recognize, and HGS acknowledges, the substantial value of the various actions and investments undertaken by FivePrime prior to the Effective Date and that FivePrime will undertake under this Agreement, and that the value of the FivePrime Technology licensed to HGS hereunder resides substantially in FivePrime Know-How. As a result, the Parties attribute such value to FivePrime’s leading proprietary knowledge in the subject matter, its discovery, design and optimization of the composition of FP-1039 for pharmaceutical applications using FivePrime proprietary discovery technology, proprietary manufacturing process for FP-1039 including trade secrets, preclinical and clinical data pertaining to FP-1039, and Regulatory Filings made by FivePrime prior to the Effective Date, in each case created or generated by FivePrime through the expenditure of significant resources and as a result of the innovative capabilities unique to FivePrime. The Parties agree that because FivePrime is not separately compensated under this Agreement for such additional benefits, a royalty, including a reduced royalty rate for Net Sales of Products after a Generic Product enters into the market, is appropriate. The Parties have agreed to the payment structure set forth herein as a convenient and fair mechanism for both Parties in order to compensate FivePrime for these additional benefits. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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Basis for Royalty. This Section 9.4 is intended to provide for payments to each Party equal to the percentages of Net Sales set forth in this Section 9.4 for the duration of the Royalty Term. In establishing this payment structure, the Parties recognize, and Astellas acknowledges, the substantial value of the various actions and investments undertaken by Cytokinetics prior to the Effective Date and that Cytokinetics will undertake under this Agreement, and that the value of the Cytokinetics Technology licensed to Astellas hereunder resides substantially in Cytokinetics Know-How. As a result, the Parties attribute such value to Cytokinetics’ leading proprietary knowledge in the subject matter, including trade secrets, preclinical and clinical data pertaining to Tirasemtiv and Product, and regulatory filings made by Cytokinetics prior to the Effective Date, in each case created or generated by Cytokinetics through the expenditure of significant resources and as a result of Cytokinetics’ unique innovative capabilities. The Parties agree that because Cytokinetics is not separately compensated under this Agreement for such additional benefits, the royalties set forth above are appropriate for the duration of the Royalty Term. The Parties have agreed to the payment structure set forth herein as a convenient and fair mechanism for both Parties in order to compensate Cytokinetics for these additional benefits as part of the overall consideration for Cytokinetics to enter into this Agreement.
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Basis for Royalty. This Section 8.2 is intended to provide for payments to ADCT equal to the percentages of Net Sales set forth herein for the entire duration of the applicable Royalty Term. In establishing this payment structure, the Parties recognize, and NewCo acknowledges, the substantial value of the various actions and investments that were undertaken by ADCT prior to the Effective Date and that ADCT will undertake under this Agreement, and that the value of the ADCT IP licensed to NewCo hereunder resides substantially in ADCT Know-How. As a result, the Parties attribute such value to ADCT’s leading proprietary knowledge in the subject matter, including trade secrets, preclinical and clinical data pertaining to the Products, and regulatory filings made by ADCT prior to the Effective Date, in each case created or generated by ADCT through the expenditure of significant resources and as a result of ADCT’s unique innovative capabilities. The Parties agree that because ADCT is not separately compensated under this Agreement for such additional benefits, the royalties set forth above are appropriate for the duration of the applicable Royalty Term. The Parties have agreed to the payment structure set forth herein as a convenient and fair mechanism for both Parties in order to compensate ADCT for these additional benefits as part of the overall consideration for ADCT to enter into this Agreement.
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Basis for Royalty. Royalties of […***…] of the Selling Price of a Unit will be payable for each Unit sold by Harman or by a third party under sublicense from Harman (“Royalties”). The minimum Royalty for each Unit is set forth on Schedule A (the “Minimum Royalty”). Accordingly, if […***…] of the Selling Price of a Unit is less than the Minimum Royalty, then the Royalty for that Unit will be the Minimum Royalty. If […***…] of the Selling Price of a Unit exceeds the Minimum Royalty, then the Royalty for that Unit will be […***…] of the Selling Price. The Selling Price of a Unit for a particular program and whether a Minimum Royalty is payable for that program will he determined when the first Unit for that program is sold and will only be re-determined if there is an increase or decrease in the Selling Price. Annual “price-downs” or price reductions will require a redetermination of the Selling Price and whether a Minimum Royalty is payable. If the Selling Price of a Unit is expressed in a currency other than United States Dollars, then the Selling Price will be converted into United States Dollars at the exchange rale reported in the Wall Street Journal on the business day preceding the date of determination. The Minimum Royalty will be payable in United States Dollars, regardless of the currency in which the Selling Price is expressed.
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Basis for Royalty. This Section 11.7 is intended to provide for payments to Cytokinetics equal to the percentages of Net Sales set forth in this Section 11.7 for the duration of the Royalty Term. In establishing this payment structure, the Parties recognize, and Astellas acknowledges, the substantial value of the various actions and investments undertaken by Cytokinetics prior to the Effective Date and that Cytokinetics will undertake under this Agreement, and that the value of the Cytokinetics Technology licensed to Astellas hereunder resides substantially in Cytokinetics Know-How. As a result, the Parties attribute such value to Cytokinetics’ leading proprietary knowledge in the subject matter, including trade secrets, [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. preclinical and clinical data pertaining to the Compounds and Collaboration Products, and regulatory filings made by Cytokinetics prior to the Effective Date, in each case created or generated by Cytokinetics through the expenditure of significant resources and as a result of Cytokinetics’ unique innovative capabilities. The Parties agree that because Cytokinetics is not separately compensated under this Agreement for such additional benefits, the royalties set forth above are appropriate for the duration of the Royalty Term. The Parties have agreed to the payment structure set forth herein as a convenient and fair mechanism for both Parties in order to compensate Cytokinetics for these additional benefits as part of the overall consideration for Cytokinetics to enter into this Agreement.
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Related to Basis for Royalty

  • Royalty 8.1 In consideration of the rights granted under clause 2, the Licensee shall pay to the Licensor royalties, on each twelve month time period, first calculated from the date of execution of this Agreement, and calculated on a scale as follows:

  • Royalty Payments (i) Royalties shall accrue when Licensed Products are invoiced, or if not invoiced, when delivered to a third party or Affiliate.

  • One Royalty No more than one royalty payment shall be due with respect to a sale of a particular Licensed Product. No multiple royalties shall be payable because any Licensed Product, or its manufacture, sale or use is covered by more than one Valid Claim.

  • Running Royalties Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.

  • Production Royalty The amount of the Royalty shall be determined at the end of each month after the Effective Date. The Royalty shall be determined monthly on the basis such that payments will be determined as of and paid within thirty (30) days after the last day of each month during which Lessee produces any Geothermal Resources. The Royalty rates shall be determined as follows:

  • Royalty Payment In partial consideration of the grant of rights to Schering by ICN under this Agreement, Schering shall pay ICN a royalty in the following amount:

  • Earned Royalty In addition, Alnylam will pay Stanford earned royalties on Net Sales as follows:

  • Royalties 8.1 In consideration of the license herein granted, LICENSEE shall pay royalties to LICENSOR as follows:

  • Notice of Sales of Oil and Gas Properties In the event the Borrower or any Subsidiary intends to sell, transfer, assign or otherwise dispose of any Oil or Gas Properties or any Equity Interests in any Subsidiary in accordance with Section 9.12, prior written notice of such disposition, the price thereof and the anticipated date of closing and any other details thereof requested by the Administrative Agent or any Lender.

  • Know-How Royalty Notwithstanding the provisions of Section 5.4.1(a), in countries where the sale of Product by Merck or its Related Parties would not infringe a Valid Patent Claim, Merck shall pay royalty rates that shall be set at [***] of the applicable royalty rate determined according to Section 5.4.1(a). Such royalties shall be calculated after first calculating royalties under Section 5.4.1(a).

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