TPTX » Topics » 4.7 Calculation and Payment of Royalties and Percentage of Sublicense Fees.

This excerpt taken from the TPTX 8-K filed Oct 10, 2006.

4.7          Calculation and Payment of Royalties and Percentage of Sublicense Fees.

 

(a)           Notwithstanding anything to the contrary in this Agreement, during the Royalty Term for a given country, the applicable royalty payable on Net Sales of Licensed Product or Additional Product, as applicable, in such country shall be (i) [***]  percent ([***] %) of the royalty rate payable under Section 4.3 or 4.5, as applicable, for so long as there is a Valid Claim covering such Licensed Product or Additional Product, as applicable, in such country or the Data Exclusivity Period in such country for such Licensed Product or Additional Product, as applicable, is in effect, or (ii) [***] percent ([***] %) of the royalty rate payable under Section 4.3 or 4.5, as applicable, for any period that subsection (i) does not apply and Generic Competition results in a loss of [***] % or less of the market share of the market for such Licensed Product or Additional Product, as applicable, in such country (as reported in prescriptions by IMS or a similar tracking service).

 

(b)           Payments pursuant to Sections 4.3, 4.4, and 4.5 and reports for the sale of Licensed Product and Additional Product shall be calculated and reported for each calendar quarter. All payments due to LSRI pursuant to Sections 4.3, 4.4, and 4.5 shall be paid within

 


***   Confidential Treatment Requested

 

 

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[***] ([***]) days of the end of each calendar quarter, unless otherwise specifically provided herein. Each such payment shall be accompanied by a report in sufficient detail to permit confirmation of the accuracy of the payment made, including, without limitation, the number of Licensed Products and Additional Products sold, the gross sales and Net Sales of Licensed Products and Additional Products, the Sublicense Fees received from Sublicensees, the applicable royalty payable under Section 4.3 or 4.5, in U.S. dollars, the method used to calculate such royalty and the exchange rates used, as applicable. Payments to LSRI with respect to the Sublicense Fee will be paid within [***] ([***]) days of receipt of payments from Sublicensee. The Chief Financial Officer of Neurogenetics shall certify that each report remitted to LSRI is a fair and accurate report of the royalty or other payment due and payable. In case Neurogenetics fails to pay any payment on its due date, Neurogenetics shall pay interest pursuant to Section 4.8.

 

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