ISIS » Topics » Section 5.8 Royalty Conditions. The royalties under Section 5.4 shall be subject to the following conditions:

This excerpt taken from the ISIS 10-Q filed Aug 9, 2007.

Section 5.8            Royalty Conditions.  The royalties under Section 5.4 shall be subject to the following conditions:

(i)  that only one royalty shall be due to Isis hereunder with respect to the same unit of Product;

(ii)  that no royalties shall be due upon the sale or other transfer of a Product among BMS, its Affiliates or Licensees, but in such cases the royalty shall be due and calculated upon BMS’s or its Affiliate’s or Licensee’s sale of Product to the first unaffiliated Third Party customer, where Net Sales is as defined in Appendix 1;

(iii)  no royalties shall accrue on the disposition of Product in reasonable quantities by BMS, its Affiliates or Licensees as part of an expanded access program or as part of Phase IV Trials or as bona fide samples or as donations to non-profit institutions or government agencies for non-commercial purposes, provided, in each case, that neither BMS, its Affiliate or Licensees receives any payment or other in-kind consideration for such Product.

Section 5.9            Royalty Term.  Royalties payable under Section 5.4 (subject to and including any reduction set forth in Sections 5.5, 5.6 and 5.7) will be payable for each Product on a Product-by-Product and country-by-country basis from the First Commercial Sale of the applicable Product in such country until the date that is the later of (i) [***] years after the First Commercial Sale of the Product in such country or (ii) the expiration of the last to expire Valid Claim within the Product Specific Patents or Isis Core Technology Patents which would be infringed by the sale of the applicable Product in the applicable country by an unauthorized party or (iii) the expiration of any applicable period of exclusivity as contemplated under Section 8.6 for the Product in the applicable country; provided that royalties shall only accrue so long as the exclusive license granted by Isis to BMS under Section 2.1 with respect to such Product has not been terminated.  Such period during which royalties are payable with respect to a Product in a country is referred to herein as the “Royalty Term” in such country with respect to such Product.

Section 5.10         Royalty Report and Payment.  During the term of this Agreement following the First Commercial Sale of any Product, within 60 days after the end of each


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