Common use of Royalty Rates Clause in Contracts

Royalty Rates. Within [***] ([***]) [***] after the end of each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the applicable Royalty Term, Hansoh shall make royalty payments to Viela based on Net Sales of all Licensed Products sold in the Territory in accordance with the table below. Within [***] ([***]) [***] after the end of each calendar quarter during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of Net Sales of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Appears in 2 contracts

Samples: License and Collaboration Agreement (Viela Bio, Inc.), License and Collaboration Agreement (Viela Bio, Inc.)

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Royalty Rates. Within [***] thirty ([***]30) [***] days after the end of each calendar quarterCalendar Quarter (the “Payment Period”), commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the applicable Royalty Term, Hansoh ASTELLAS shall make pay THERAVANCE royalty [*]=CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. payments to Viela based on Net Sales of all Licensed Products sold in the Territory in accordance with the table below. Within [***] ([***]) [***] after the end of each calendar quarter such Payment Period during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-byBasic as follows: On total Calendar Year-region basis: (i) the amount of to-date Net Sales of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, up to and including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTOn total Calendar Year-to-date Net Sales greater than [*] and up to and including [*] [*] On total Calendar Year-to-date Net Sales greater than [*] [*] For example, MARKED BY BRACKETSwhere total Calendar Year-to-date Net Sales in all Countries in the Territory totals to [*] (for example, HAS BEEN OMITTED BECAUSE THE INFORMATION [*] in each of [*] Countries), the royalties are calculated as follows: The first [*] is subject to the [*] rate, yielding [*] in royalties on that portion of the Calendar Year’s Net Sales. The next [*] is subject to the [*] rate, yielding [*] in royalties on that portion of the Calendar Year’s Net Sales. The last [*] is subject to the [*] rate, yielding [*] on that portion of the Calendar Year’s Net Sales. The total royalty for the year calculated under this Section 6.03(a) would be [*] plus [*] plus [*] for a grand total for the year of [*]. (ITo avoid doubt, depending upon the facts and circumstances, this total may be subject to adjustment under Sections 6.03(c)-(f).) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDThe Parties agree that the [*] set forth in [*] under this Agreement.

Appears in 1 contract

Samples: Agreement (Theravance Inc)

Royalty Rates. Within Subject to the terms and conditions set forth in this Agreement, including, the terms of Sections 4.3.2, 4.3.3, 4.3.4, and 4.3.5, Daré will pay to MilanaPharm a royalty equal to a percentage of Annual Net Sales of each Licensed Product during the Royalty Term, which percentage is tiered in accordance with the following table, and where “Annual Net Sales” means total, worldwide Net Sales aggregated during any given calendar year (or portion thereof with respect to the calendar year in which the Effective Date occurs, and with respect to the calendar year during which this Agreement terminates or expires): Percentage of Annual Net Sales Annual Net Sales [***]% < $[***] (million [***]) % Portion of Annual Net Sales equal to or greater than $[***] after the end million but less than $[***] million [***]% Portion of Annual Net Sales equal to or greater than $[***] million but less than $[***] million [***]% Portion of Annual Net Sales equal to or greater than $[***] million but less than $[***] million [***]% Portion of Annual Net Sales that is $[***] million or greater Royalties shall be paid under this Section 4.3.1, on a country-by-country and Licensed Product-by-Licensed Product basis, on Net Sales of each calendar quarter, commencing with the calendar quarter during which Licensed Product made from the First Commercial Sale of a such Licensed Product is made anywhere in the Territory and each country during the Royalty Term applicable Royalty Term, Hansoh shall make royalty payments to Viela based on Net Sales of all such Licensed Products sold in the Territory in accordance with the table belowProduct. Within [***] (CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]) [***] after the end of each calendar quarter during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of Net Sales of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN A COMPLETE VERSION OF THIS DOCUMENT, MARKED BY BRACKETS, EXHIBIT HAS BEEN OMITTED BECAUSE FILED SEPARATELY WITH THE INFORMATION (I) IS NOT MATERIAL SECRETARY OF THE SECURITIES AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDEXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Appears in 1 contract

Samples: License Agreement (Dare Bioscience, Inc.)

Royalty Rates. Within In further consideration for the licenses and other rights granted to Acadia herein by Stoke, subject to the remainder of this Section 9.3(c), Acadia shall make quarterly non-refundable, non-creditable royalty payments to Stoke on the aggregate Net Sales, on a [***] ([***]) Licensed Product-by-[***] after the end of each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the applicable Royalty Termbasis, Hansoh shall make royalty payments to Viela based on Net Sales of all Licensed Products sold in the Territory in accordance with a given Calendar Year, calculated by multiplying the applicable royalty rate set forth below by such Net Sales. The applicable royalty rates set forth in the table belowbelow will apply only to that portion of the Net Sales during a given Calendar Year that falls within the indicated range. Within Net Sales of each [***] ([***]) Licensed Product throughout the Territory will be aggregated for purposes of determining the royalty tiers and royalties, provided that if no royalty is payable on a given unit of [***] after Licensed Product (i.e., following the end expiration of each calendar quarter during the Term[***] Royalty Term for such [***] Licensed Product in a given country), Hansoh shall provide to Viela a report that contains then the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of Net Sales of such unit of [***] Licensed Product, (ii) a calculation Product shall not be included in Net Sales for purposes of determining the royalty payment tiers and royalties due on such Net Saleshereunder. All royalty payments, including any royalty reduction and associated reports, shall be made in accordance with Section 5.4(d9.7(c), and (iii) the exchange rate used for converting any . Aggregate Annual Net Sales recorded in of a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt Licensed Product in the Territory Royalty Rate Portion of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % in a given Calendar Year less than or equal to [***] [***] Portion of Net Sales in a given Calendar Year greater than [***] but less than or equal to [***] [***] Portion of Net Sales in a given Calendar Year greater than [***] but less than or equal to [***] [***] Portion of Net Sales in a given Calendar Year greater than [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.]

Appears in 1 contract

Samples: License and Collaboration Agreement (Stoke Therapeutics, Inc.)

Royalty Rates. Within [***] ([***]) [***] after Subject to Sections 8.5(b)-(d), XXX shall pay to Virobay non-refundable, non-creditable royalties on aggregate annual Net Sales of all Licensed Products covered by any Virobay Patent in the end of each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere Field in the Territory and during the applicable Royalty Term, Hansoh shall make as calculated by multiplying the applicable royalty payments to Viela based on rate by the corresponding amount of incremental Net Sales of all Licensed Products sold in the Territory in accordance with the table below. Within [***] ([***]) [***] after the end of each calendar quarter during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of year. Annual Net Sales of such Licensed Product, (ii) a calculation Products in the Territory Royalty Rate For that portion of the royalty payment due on such Net Sales, including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any annual aggregate Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is of Licensed Products less than that set forth in the table below, Hansoh shall pay the difference within or equal to [*** * *] ([***]) [*** * *] after receipt % For that portion of Viela’s invoiceannual aggregate Net Sales of Licensed Products greater than [* * *] and less than or equal to [* * *] [* * *] % For that portion of annual aggregate Net Sales of Licensed Products greater than [* * *] and less than or equal to [* * *] [* * *] % For that portion of annual aggregate Net Sales of Licensed Products greater than [* * *] and less than or equal to [* * *] [* * *] % For that portion of annual aggregate Net Sales of Licensed Products greater than [* * *] and less than or equal to [* * *] [* * *] % For that portion of annual aggregate Net Sales of Licensed Products greater than [* * *] [* * *] % THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. Threshold of the REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. For example, if aggregate annual Net Sales of all Licensed Products Royalty % in the Territory is $[*** * *] billion, then royalties payable by XXX equal ([* * **]% of $[* * *] million) + ([* * **]% of $[* * *] million) + ([* * **]% of $[* * *] million) + ([* * **]% of $[* * *] million) + ([* * **]% of $[* * *] million) = $[*** * *] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDmillion.

Appears in 1 contract

Samples: Development and License Agreement (Virobay Inc)

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Royalty Rates. Within [***] ([***]) [***] after Subject to the end terms of each calendar quarterthis Section 7.5, commencing with the calendar quarter during which the First Commercial Sale of Qilu shall pay to Arbutus tiered royalties on Annual Net Sales in a given Calendar Year as provided below. Royalties shall be payable on a Licensed Product-by-Licensed Product is made anywhere in the Territory and Relevant Region-by-Relevant Region basis during the applicable Royalty Term. For clarity, Hansoh the royalties (and royalty tiers) set forth below shall make royalty payments to Viela be calculated on an aggregate basis based on Net Sales of all Licensed Products sold in the Territory in accordance with the table belowa Calendar Year. Within [***] ([***]) [***] after the end of each calendar quarter during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of Annual Net Sales in a Given Calendar Year (in Dollars) Royalty Rate Portion of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Annual Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited given Calendar Year above $0 and up to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % including $[***] [***]% Portion of Annual Net Sales in a given Calendar Year greater than $[***] up to and including $[***] [***]% Portion of Annual Net Sales in a given Calendar Year greater than $[***] up to and including $[***] [***] ]% Portion of Annual Net Sales in a given Calendar Year greater than $[***]up to and including $[***] [***] ]% Portion of Annual Net Sales in a given Calendar Year greater than $[***] [***] [***] [***] [*] = ]% The applicable royalty rate set forth in the table above will apply only to that portion of the Annual Net Sales during a given Calendar Year that falls within the indicated range. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS“[***]”, HAS BEEN OMITTED BECAUSE THE INFORMATION IT IS BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

Appears in 1 contract

Samples: Technology Transfer and Exclusive License Agreement (Arbutus Biopharma Corp)

Royalty Rates. Within [***] ([***]) [***] after In partial consideration of the end licenses granted by argenx to Xxxxxxx in accordance with Section 3.1 of each calendar quarterthis Agreement, commencing with Xxxxxxx shall pay to argenx royalties on the calendar quarter during which the First Commercial Sale aggregate Net Sales of a Licensed Product is made anywhere Products by Xxxxxxx, its Affiliates and sublicensees in the OUS Territory and during each Calendar Year at the applicable Royalty Termrates set forth in the table below. For clarity, Hansoh shall make royalty payments to Viela based on Net Sales of all Licensed Products sold that contain a given Licensed Compound shall be aggregated for purposes of calculation of royalties pursuant to this Section 8.6; provided, however, that Net Sales of a particular Licensed Product in a particular country occurring after expiration of the Royalty Term for such Licensed Product in such country shall be disregarded in the calculation of royalties pursuant to this Section 8.6. Annual Aggregate Net Sales of Licensed Products in the OUS Territory Royalty Rate For that portion of annual Net Sales of Licensed Products in the OUS Territory in accordance with the table below. Within such Calendar Year less than [...***...] ([...***...]) % For that portion of annual Net Sales of Licensed Products in the OUS Territory in such Calendar Year greater than or equal to [...***...] after the end and less than [...***...] [...***...]% For that portion of each calendar quarter during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of annual Net Sales of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth Products in the table below, the corresponding overpayment received by Viela shall be credited OUS Territory in such Calendar Year greater than or equal to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [...***...] (and less than [...***]) ...] [...***] after receipt ...]% For that portion of Viela’s invoice. Threshold of the annual Net Sales of all Licensed Products Royalty % in the OUS Territory in such Calendar Year greater than or equal to [...***...] and less than [...***...] [...***] ...]% For that portion of annual Net Sales of Licensed Products in the OUS Territory in such Calendar Year greater than or equal to [...***...] [...***] ...]% By way of example, if annual Net Sales of Licensed Products in the OUS Territory during such Calendar Year were [...***] ...], the royalties due with respect to such Licensed Product would equal the sum of [...***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED...].

Appears in 1 contract

Samples: Collaboration and License Agreement (Argenx Se)

Royalty Rates. Within [***] As further consideration for the rights granted to BioCryst hereunder and subject to this Section 5.4 (Royalties), with respect to each Calendar Quarter during the Royalty Term applicable to the Covered Product, BioCryst shall pay to Clearside royalties on annual Net Sales of the Covered Product by BioCryst, its Affiliates and Sublicensees in the Territory, as calculated by multiplying the applicable royalty rate by the corresponding amount of incremental Net Sales of the Covered Product in the Territory in such Calendar Quarter, as follows: CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) [***] after the end of each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the applicable Royalty Term, Hansoh shall make royalty payments to Viela based on NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Annual Net Sales of all Licensed Products sold in the Territory in accordance with the table below. Within [***] ([***]) [***] after the end of each calendar quarter during the Term, Hansoh shall provide to Viela a report Covered Product Royalty Rate For that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount portion of Net Sales of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, including any royalty reduction made Covered Product in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is each Calendar Year less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % or equal to $[***] [***] Percent ([***]%) For that portion of Net Sales of the Covered Product in each Calendar Year greater than $[***] but less than or equal to $[***] [***] Percent ([***]%) For that portion of Net Sales of the Covered Product in each Calendar Year greater than $1,500,000,000 [***] Percent ([***] [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT]%) BioCryst will have no obligation to pay any royalty with respect to Net Sales of the Covered Product in any country after the Royalty Term for the Covered Product in such country has expired. Following the expiration of the Royalty Term for the Covered Product in a country, MARKED BY BRACKETSthe license grants in Section 2.1 (License Grant) will become fully-paid, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDroyalty-free, perpetual and irrevocable for the Covered Product in such country, and no further royalties will be payable. For clarity, no royalties are due on Net Sales of the Covered Product arising from compassionate use and other programs providing for the delivery of the Covered Product at or below cost.

Appears in 1 contract

Samples: License Agreement (Clearside Biomedical, Inc.)

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