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).
Know-How Royalty. If, on a country-by-country and GSK Product-by-GSK Product basis, there is no Valid Claim of a Patent in the Exclusively Licensed IP that covers [ * ] of the GSK Product at the time of First Commercial Sale (or such Valid Claim exists at the time of First Commercial Sale and subsequently expires) and no applicable data exclusivity exists under statute, regulation or other governmental action at the time of sale, but such [ * ] is covered by either (i) a pending claim of a patent application within the Exclusively Licensed IP or (ii) Information within the Exclusively Licensed IP that has been maintained as a trade secret as evidenced by Dynavax’s, or for jointly owned Information, both Dynavax’s and GSK’s, written records up until the time of such Net Sales of such GSK Product, then GSK shall pay to Dynavax a know-how royalty on Net Sales of such GSK Product in such country at royalty rates equal to [ * ] of the rates set forth in the table in Section 6.4.1 above (the “Know-How Royalty”), subject to the remainder of this Section 6.4.2 and Section 6.4.3, and subject to a further reduction (in addition to the reductions set forth in the remainder of Section 6.4.2 and 6.4.3) of [ * ] from the Know-How Royalty rates that would otherwise be applicable if the only pending claim of a patent application within the Exclusively Licensed IP or the only Information within the Exclusively Licensed IP qualifying under this paragraph is [ * ] with respect to the applicable Dynavax Program. If such pending claim subsequently issues, then the rates set forth in the table in Section 6.4.1 and as adjusted under Section 6.4.1 above shall thereafter apply, and GSK shall pay to Dynavax an amount equal to the amounts previously paid with respect to GSK Products covered by such claim under this Section 6.4.2(a). In no event shall a Know-How Royalty be payable for Net Sales of a GSK Product in a country during any period in which a Patent Royalty is payable for such GSK Product in such country.
Know-How Royalty. In countries in which the sale of the relevant Product by Pfizer or its Related Parties is not Covered by a Valid Patent Claim in the country of sale, Pfizer shall pay Arvinas royalties as a percentage of Net Sales of the relevant Product by Pfizer or its Related Parties in the applicable Pfizer Year of the applicable Royalty Period at royalty rates that shall be set at [**] percent ([**]%) of the royalty rate applicable at the relevant time determined according to 5.5.1(a)(i) through (iii).
Know-How Royalty. Notwithstanding the provisions of Section 5.6.2, on a Product-by-Product basis, in countries in the Territory where the sale of such Product by Merck or its Related Parties would not infringe a Valid Patent Claim, but for the license grant under this Agreement, Merck shall pay royalties on Net Sales of such Product sold by Merck or its Related Parties in a given Calendar Year in such countries at royalty rates that shall be set at […***…] percent ([…***…]%) of the applicable royalty rate determined according to Section 5.6.2, mutatis mutandis, and for clarity, the last paragraph of Section 5.6.2 shall apply. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Know-How Royalty. On a country-by-country and Product-by-Product basis, if the Product is generating Net Sales in a country during the applicable Royalty Term and the sale or approved method of use of the Product does not infringe any Valid Claim in Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. such country, then the royalty rate applicable to Net Sales of the Product in such country shall be reduced to [***]percent ([***]%) of the royalty rate set forth above in Section 10.5(a) (as reduced by conversion to a non-exclusive license pursuant to a Development Delay, if applicable).
Know-How Royalty. Commencing on the first commercial sale of a given strength of the Product following NDA Approval for that strength and continuing until the end of the Term, USL shall pay Orion a know-how royalty (herein after referred to a the “Know-how Royalty”) equal to “Applicable Percentage” of USL’s Net Sales for Product during the applicable time period. “Applicable Percentage” shall mean [***] for Net Sales during the first twelve (12) months following the First Commercial Sale, whereafter the Applicable Percentage shall be [***].
Know-How Royalty. Notwithstanding the provisions of Section 6.2 above, in the event that and after the manufacture, use or sale of Licensed Products by ZMC or its Affiliates would not infringe a Valid Patent Claim, or Existing Patents covering the Licensed Products are deemed invalid or have expired, the Net Sales of such Licensed Products in the Territory shall remain the same during the Royalty Term in determining the applicable royalty rate according to Section 6.2, provided however, the Net Sales of such Licensed Products shall be [***] if Generic Competition exists.
Know-How Royalty. Section 6.5.2 of the License Agreement is hereby deleted in its entirety.
Know-How Royalty. Notwithstanding the provisions of Section 9.6.1(a), in countries where: (i) the manufacture, sale or use of a Royalty Product would not infringe a Valid Patent Claim in such country; and (ii) the regulatory or market exclusivity, if any, granted by a Regulatory Authority in such country with respect to such Royalty Product has expired, Merck shall pay royalty rates that shall be set at [*] of the applicable royalty rate determined according to Section 9.6.1(a).
Know-How Royalty. For any period during the Royalty Term in which the sale of a Product in any country is not covered by a Valid Claim which, but for the licenses granted in this Agreement, would be infringed by the manufacture, use or sale of such Product in such country, then the royalty rates applicable to Net Sales of such Product in such country during such period shall be reduced by [*****], according to the methodology provided in Section 11.5 below.
