Common use of Royalty Rate Reduction Clause in Contracts

Royalty Rate Reduction. In consideration for the equity and cash payments by Company set forth in Sections 3.4(a) and 3.4(b), the royalty rates payable by Company to Gen-Probe under the Agreement for use of the Gen-Probe Intellectual Property, as set forth in Schedule 3.1, shall be reduced as follows: (i) The payment of the consideration set forth in Section 3.4(b)(1) [*] (ii) The payment of the consideration set forth in Section 3.4(b)(2)(i) [*] (iii) The payment of the consideration set forth in Section 3.4(b)(2)(ii) [*] For the avoidance of doubt, the royalty rate reductions in the above table state reductions in the royalty as percentages of Net Sales and shall be effective from and after Gen- Probe’s receipt of the applicable consideration as set forth in the table above in this Section 3.4(c). For example, after Gen-Probe’s receipt of the payment of the consideration set forth in Section 3.4(b)(1), the “Total Company” royalty rate payable by Company to Gen-Probe on Company sales of NATs for use on the Panther (Atlas) instrument shall be reduced from [*] of Net Sales to [*] of Net Sales. After all three potential royalty rate reductions are applied, the “Total Company” royalty rate payable to Gen-Probe on Company sales of NATs for use on the Panther (Atlas) instrument shall be [*] of Net Sales. For the further avoidance of doubt, the royalty rate reductions contemplated hereby shall apply on a prospective basis only and in no event will Company be eligible to receive any credits for royalties paid or payable with respect to periods prior to the effectiveness of any royalty rate reduction pursuant to this Agreement.

Royalty Rate Reduction. In consideration for the equity and cash payments by Company set forth in Sections 3.4(a) and 3.4(b), the royalty rates payable by Company to Gen-Probe under the Agreement for use of the Gen-Probe Intellectual Property, as set forth in Schedule 3.1, shall be reduced as follows: (i) The payment of the consideration set forth in Section 3.4(b)(1) [*]4% (ii) The payment of the consideration set forth in Section 3.4(b)(2)(i) [*]1% (iii) The payment of the consideration set forth in Section 3.4(b)(2)(ii) [*] 3% For the avoidance of doubt, the royalty rate reductions in the above table state reductions in the royalty as percentages of Net Sales and shall be effective from and after Gen- Probe’s receipt of the applicable consideration as set forth in the table above in this Section 3.4(c). For example, after Gen-Probe’s receipt of the payment of the consideration set forth in Section 3.4(b)(1), the “Total Company” royalty rate payable by Company to Gen-Probe on Company sales of NATs for use on the Panther (Atlas) instrument shall be reduced from [*] 12% of Net Sales to [*] 8.0% of Net Sales. After all three potential royalty rate reductions are applied, the “Total Company” royalty rate payable to Gen-Probe on Company sales of NATs for use on the Panther (Atlas) instrument shall be [*] 4.0% of Net Sales. For the further avoidance of doubt, the royalty rate reductions contemplated hereby shall apply on a prospective basis only and in no event will Company be eligible to receive any credits for royalties paid or payable with respect to periods prior to the effectiveness of any royalty rate reduction pursuant to this Agreement.