Royalty Percentages. Subject to this Section 5.6, for sales of Licensed Products in the Territory, Celgene shall retain all amounts received for such sales; provided that Celgene shall pay to Acceleron the following royalty payments on a Licensed Product-by-Licensed Product basis during the applicable Royalty Term:
Royalty Percentages. During the Term, but subject to any applicable offsets contained herein, KHK will pay to Medgenics royalties on Royalty-Bearing Sales or Sublicensing Royalties, as applicable, on a country-by-country basis, subject to any applicable offsets or reductions pursuant to Section 8.5.2, 8.5.3, and/or 8.5.4, at the rate of: (a) ***** (the “EU Royalty Rate”) of (i) Royalty-Bearing Sales by KHK and its Affiliates in the Field in the European Union and (ii) Sublicensing Royalties resulting from sales in the Field in the European Union; (b) ***** (the “KHK Territory Royalty Rate”) of (i) Royalty-Bearing Sales by KHK and its Affiliates in the Field outside of the Territory and outside of the European Union and (ii) Sublicensing Royalties resulting from sales in the Field outside of the Territory and outside of the European Union; (c) ***** (the “Other Royalty Rate”) of (i) Royalty-Bearing Sales by KHK and its Affiliates outside of the Field outside of the Territory and (ii) Sublicensing Royalties resulting from sales outside of the Field outside of the Territory; and (d) ***** (as adjusted, if applicable, pursuant to the following sentence, the “Territory Royalty Rate”) of Royalty-Bearing Sales by KHK and/or its Affiliates in the Territory and Sublicensing Royalties resulting from sales in the Territory. In the event that Medgenics’ Net Sales of Licensed Products in a country in the Territory experience a Significant Impact as a result of KHK or any of its Related Parties commercializing Licensed Product in the Territory, the Parties will negotiate in good faith to increase the Territory Royalty Rate for such country to offset the Significant Impact, which Territory Royalty Rate will not exceed ***** in any country. ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Royalty Percentages. During the Royalty Term, Licensee will pay royalties on Net Sales as shown in the table below: Royalty Percentage Cumulative Net Sales
Royalty Percentages. Subject to this Section 5.6, for sales of Licensed Products in the Territory, Celgene shall retain all amounts received for such sales; provided that Celgene shall pay to Acceleron the following royalty payments on a Licensed Product-by-Licensed Product basis during the applicable Royalty Term: (a) [* * *] percent [* * *] of annual Net Sales in each region of the Territory during a Contract Year for that portion of the annual Net Sales in such region that is less than or equal to [* * *]; (b) [* * *] percent [* * *] of annual Net Sales in each region of the Territory during a Contract Year for that portion of the annual Net Sales in such region that is greater than [* * *] and less than or equal to [* * *]; and 46 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) [* * *] percent [* * *] of annual Net Sales in each region of the Territory during a Contract Year for that portion of the annual Net Sales in such region that is greater than [* * *]; provided further that the applicable thresholds above will be determined on a region-byregion basis with each of the following areas of the Territory treated as one region: (i) North America and (ii) the rest of the Territory. 5.6.2.
Royalty Percentages. The Royalty-Paying Party shall pay royalties to the other Party on aggregate worldwide Unilateral Product Net Sales made during the term set forth in Section 9.2.4 of each Unilateral Product as follows: ANNUAL WORLDWIDE NET SALES LEVEL OPT-OUT-PHASE -------------------------------- ----------------------------------------------------------------- Pre-Drug Drug Development Development Candidate to Post-Phase IIA Candidate Phase IIA Completion Completion ----------- -------------------- -------------- $[**] million [**]% [**]% [**]% GREATER THAN $[**] [**]% [**]% [**]% GREATER THAN $[**] [**]% [**]% [**]% GREATER THAN $[**] [**]% [**]% [**]%[**] Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Royalties on Unilateral Product Net Sales of each Unilateral Product in a calendar year shall be paid at the rate applicable to the portion of Unilateral Product Net Sales within each of the Unilateral Product Net Sales levels above during such calendar year. For example, if, during a calendar year, with respect to a Unilateral Product with an Opt-Out Phase after designation as a Drug Development Candidate but prior to Phase IIA completion, Unilateral Product Net Sales were equal to $[**] million, the Royalty-Paying Party would calculate royalties due by adding (i) royalties with respect to the first $[**] million at the first level percentage of [**] percent ([**]%) ($[**] million x [**] = $[**]million), to (ii) royalties with respect to the remaining $[**] million at the second level percentage of [**] percent ([**]%) ($[**] million x [**]= $[**]million) to create a total royalty amount of $[**] million.
Royalty Percentages. As further consideration of the grant of the licenses set forth in Section 6.1 and the performance of Alkermes’ other obligations hereunder, Biogen will pay to Alkermes royalty payments on Net Sales of the Alkermes 8700 Product in the Territory on a country-by-country basis during the applicable Royalty Term at the rate of [**] percent ([**]%) of Net Sales. Notwithstanding the foregoing, in the event of a determination of GI Inferiority, if Biogen has made the Option Payment to Alkermes, then the royalty rate during each Royalty Term for the Alkermes 8700 Product in each country in the Territory shall be [**] percent ([**]%) of Net Sales until such time as the aggregate royalty payments paid to Alkermes across all countries equal Fifty Million U.S. Dollars ($50,000,000), after which time such royalty rate shall return to its prior level, before the determination of GI Inferiority that resulted in such royalty rate of [**] percent ([**]%) (but subject in any event to Section 9.5.5, Section 9.5.6 and Section 9.5.7).
Royalty Percentages. In further consideration of the licenses granted to Warner hereunder, Warner shall pay to Synaptic a royalty on Net Sales of each Product as follows: [**]
Royalty Percentages. During the Term, but subject to any applicable offsets contained herein, KKC will pay to AEVI royalties on Royalty-Bearing Sales or Sublicensing Royalties, as applicable, on a country-by-country basis, subject to any applicable offsets or reductions pursuant to Section 8.5.2, 8.5.3, and/or 8.5.4, at the rate of (a) (***) of Royalty-Bearing Sales by KKC and/or its Affiliates outside of the Field in the Territory and Sublicensing Royalties resulting from sales outside of the Field in the Territory. In the event that AEVI’s Net Sales of Licensed Products in a country in the Territory experience a Significant Impact as a result of KKC or any of its Related Parties commercializing Licensed Product in the Territory, the Parties will negotiate in good faith to increase the royalty rate under this Section 8.5.1 for such country to offset the Significant Impact, which royalty rate will not exceed (***) in any country. For the avoidance of doubt, if (a) either the Plan A License Agreement or the Plan B License Agreement become effective and (b) this Agreement (i.e. Plan C License Agreement as defined in the Clinical Development and Option Agreement) becomes effective, KKC will only pay royalties to AEVI under this Agreement and not under the other License Agreement.
Royalty Percentages. Licensee shall pay Forendo quarterly tiered royalty payments based on a percentage of Licensee’s and its sublicensees’ Annual Net Sales of Licensed Products in the Territory during the Royalty Term at the applicable rates set forth below, as determined by the applicable period in which Net Sales are earned (the Branded Royalty Period or the Step-Down Royalty Period): Applicable Period during the Royalty Term Annual Net Sales (millions) Royalty % Branded Royalty Period [***] [***]% [***] [***]% Step-Down Royalty Period [***] [***]% [***]Confidential Information, indicated by [***], has been omitted by this filing and filed separately with the Securities and Exchange Commission.
Royalty Percentages. OnCore shall pay to NeuroVive royalties on Gross Sales at the following rates:
