This excerpt taken from the EPIX 10-K filed Mar 13, 2009.
COMPENSATION AND RELATED OBLIGATIONS
3.1 In consideration of the license, discharges, releases, promises and covenants not to sue granted herein, EPIX agrees to pay Prince:
(a) ***** ($ *****), the payment being due and payable within two (2) weeks of the Effective Date of the Agreement; and
(b) commencing with the Royalty Start Date, a royalty equal to ***** percent (*****%) of Net Sales.
3.2 In the event that the MR Contrast Agent Product is Sold during a calendar quarter under circumstances where the selling price is not established on an arms-length basis, Net Sales shall be calculated using the Third Party Price of such MR Contrast Agent Product. If there is no Third Party Price for such MR Contrast Agent Product, the parties shall immediately determine an appropriate royalty base for such MR Contrast Agent Product. In the event that a resolution is not reached, the dispute shall be resolved according to the resolution procedure of paragraph 13.2.
3.3 In further consideration of the license, discharges, releases, promises and covenants granted herein, EPIX agrees to provide to Prince, or another designated in writing by Prince, ***** Dollars ($*****) worth of MR Contrast Agent Product per year calendar commencing on the earlier of (i) the day that the FDA issues final approval of the use of MR Contrast Agent Product for a CE-MRA procedure or indication, or (ii) the day the MR Contrast Agent Product becomes commercially available, and continuing each calendar year thereafter until expiration or termination of the Agreement. The number of Doses to be provided for each calendar year will be determined by dividing ***** by the Third Party Price per Dose as of the first day of such year. EPIX will provide Prince with an invoice promptly after the first day of the year setting forth the number of Doses to be delivered to Prince during such year and the method by which the number of doses was determined, including without limitation, the Third Party Price per Dose. Such Doses shall be deemed not to have been Sold for purposes of determining the royalty payable under this Agreement. One (1) dose of MR Contrast Agent Product is equal to the largest commercially available volume of MR Contrast Agent Product, within a container, for administration to one (1) patient. For example, where the largest commercially available volume of MR Contrast Agent within a container for administration to one (1) patient is a vial or syringe containing one hundred milliliters
(100ml) of MR Contrast Agent Product, one dose of MR Contrast Agent Product is one hundred milliliters (100ml).
3.4 EPIX shall deliver the MR Contrast Agent Product referenced in paragraph 3.3 of this Agreement to a place in North America as designated by Prince within ninety (90) days of written notice. Each dose shall be delivered to Prince in accordance with industry best practices and shall be packaged in a separate container in the same manner and material(s) (for example, without limitation, vial or syringe) as commercially available to bona fide customers/users. In the event that the MR Contrast Agent Product is available in more than one type or form of container, Prince shall have the option, at his sole discretion, to designate the type or form of container. To facilitate storage of such MR Contrast Agent Product, Prince may, at his sole discretion, specify delivery of the MR Contrast Agent Product of paragraph 3.3 in prorated amounts at monthly or quarterly intervals.
3.5 Notwithstanding paragraph 3.3, in the event that Prince, in any calendar year, requests delivery of fewer Doses than were indicated on the invoice provided to Prince by EPIX for such calendar year, then the difference between the number of Doses indicated on the invoice and the number of Doses actually requested in that calendar year shall be added to the number of Doses available to be requested by Prince in a subsequent year under the conditions of paragraph 3.4. Further, in the event that the last year of the term of this Agreement is not a full calendar year, EPIX shall deliver to Prince, under the same terms and conditions as set forth in paragraphs 3.3 and 3.4, a pro-rated amount of MR Contrast Agent Product plus any increase based on a carry over of a non-requested amount from previous year(s).
3.6 Prince shall not Sell directly or indirectly (for example, through another) the MR Contrast Agent Product provided by EPIX to Prince pursuant to paragraphs 3.3 - 3.5 of this Agreement. Notwithstanding the foregoing, MR Contrast Agent Product of paragraphs 3.3 - 3.7 that is used in a CE-MRA procedure by Prince, or his employers or employees, which is invoiced and/or charged to a Third Party, shall not be considered as Sold to such Third Party for the purposes of this paragraph 3.6 nor for the purposes of determining the royalty payable under this Agreement.
3.7 Prince agrees to comply with all applicable laws and regulations pertaining to the use, handling, storage, disposal, administration, billing, recordkeeping and sale of the MR Contrast Agent Product provided by EPIX hereunder. Without limiting the generality of the foregoing, Prince will properly disclose accurate pricing information relating to the MR Contrast Agent Product in any costs claimed or charges made to
federal health care programs in accordance with the provisions of 42 USC Section 1320a-7b and 42 CFR Section 1001.952(h) if and as may be appropriate thereunder.
3.8 Notwithstanding anything contained in this Agreement to the contrary, it shall not be a breach of this Agreement in the event that Prince, or his employers or employees, use the MR Contrast Agent Product of paragraphs 3.3 - 3.7 for CE-MRA procedures and/or to practice the techniques covered by the Prince Patents.