Adjustment of Royalties Clause Samples
The Adjustment of Royalties clause defines how royalty payments may be modified during the term of an agreement. Typically, this clause outlines the circumstances under which royalty rates can be increased or decreased, such as changes in market conditions, regulatory requirements, or sales volumes. For example, it may allow for a reduction in royalties if a product's price drops significantly or require an increase if certain sales thresholds are exceeded. The core function of this clause is to provide flexibility and fairness in royalty arrangements, ensuring that both parties are protected against unforeseen changes that could impact the value of the agreement.
Adjustment of Royalties. The Parties acknowledge that the royalties set forth in this Section 3.3 have been set at an ****.
(a) If, after the Effective Date, ****, which amendment the Parties will negotiate in good faith.
(b) If, after the Effective Date, Licensee determines that (x) one or more Licensed Products (i) would fall within **** or (ii) would be entitled to a ****, or (y) Licensor would be entitled to **** ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ****, Licensee may provide Licensor with written notice thereof and reasonable documentation supporting Licensee’s determination. Upon receipt thereof, Licensor will negotiate in good faith regarding whether Licensee’s determination is correct and, if the Parties agree, an appropriate amendment to the royalties set forth in this Section 3.3.
(c) Negotiations for any adjustments to royalties under this Section 3.3.1 will take into account the royalties **** in the aggregate, as well as any ****.
Adjustment of Royalties. The Parties acknowledge that the royalties set forth in this Section 3.3 have been set at an […***…].
(a) If, after the Effective Date, […***…], which amendment the Parties will negotiate in good faith.
(b) If, after the Effective Date, Licensee determines that (x) one or more Licensed Products (i) would fall within […***…] or (ii) would be entitled to a […***…], or (y) Licensor would be entitled to […***…] […***…], Licensee may provide Licensor with written notice thereof and reasonable documentation supporting Licensee’s determination. Upon receipt thereof, Licensor will negotiate in good faith regarding whether Licensee’s determination is correct and, if the Parties agree, an appropriate amendment to the royalties set forth in this Section 3.3.
(c) Negotiations for any adjustments to royalties under this Section 3.3.1 will take into account the royalties […***…] in the aggregate, as well as any […***…].
Adjustment of Royalties. If at any time the Royalty Period is continuing solely because of clause (c) of the definition thereof for a particular Product in a particular country, then the dollar amount of royalties payable in respect of Net Sales of such Product in such country thereafter during the Royalty Period pursuant to Section 6.5(a) shall be reduced by [*] percent ([*]%) from the amount which would have been so payable under this Agreement in the absence of this clause (c).
Adjustment of Royalties. The Parties agree to use best efforts to work collaboratively on establishing realistic cashflow models based on actual results of initial ESG Projects, and to adjust the royalty rate downward from fifteen percent (15%) based on those cashflow models, if necessary. ESG will provide detailed data from its own “Initial ESG Projects” listed in Appendix B of this Agreement, in order to better calculate those cashflow models. If the Parties cannot agree on a running royalty rate within 60 days of ESG providing the detailed data from its Initial ESG Projects to Viking, the Parties agree to utilize the dispute resolution procedures set forth in Section 14 of this Agreement to resolve and establish a binding running royalty rate.
Adjustment of Royalties. Royalties shall not be adjusted based on any future license or settlement absent written consent of each of Nulaid Foods, Inc., ▇▇▇▇▇▇▇ Foods and NCSU.
Adjustment of Royalties. A determination of invalidity of any claims of the patents that constitute the Intellectual Property Rights does not relieve Licensee from payment of royalties, nor provide any ground for refund of royalties already paid for the practice of any patent claims that have not been adjudicated to be invalid, or for the licensed use of Technology Rights relating to the Licensed Subject Matter. In the event of adjudication of invalidity of any patent claims, Licensee shall be entitled to an adjusted royalty that is reasonably related to the value of the Licensed Subject matter, which shall be negotiated by the parties.
Adjustment of Royalties. In the event that products are sold or technology is licensed, or products or technology are used, by a third party in substantial competition with Products being sold by Freedom or its Affiliates, or Moller Intellectual Property being sublicensed by Freedom or its Affiliates, and Freedom establishes that, with respect to such products or technology, no royalty or a lower royalty is being paid by such third party than that being paid pursuant to Section 4.1 or 4.2 hereof, as the case may be, and such fact is a material factor impacting the ability of Freedom or its Affiliates to sell Products or sublicense Moller Intellectual Property at a price sufficient to enjoy a reasonable profit, then Moller and Freedom shall renegotiate the royalty payments to be paid pursuant to Section 4.1 or 4.2 hereof, as the case may be, to such amount as will permit Freedom or its Affiliates to enjoy such a reasonable profit. In the event that the parties have been unable to agree on such renegotiated royalty payments within 90 days after Freedom gives written notice to Moller of Freedom's desire to enter into such renegotiations, the matter of the need for such renegotiation and the amount of such royalty payments shall be submitted to mediation and arbitration pursuant to Section 10.8 hereof.
Adjustment of Royalties. (a) Compulsory Licenses or Sub-Licenses. If at any time in the Field in any country in the Territory:
(i) a competent governmental authority grants to a government entity or other Third Party a compulsory license to manufacture, use or sell the Drug and/or the Product with respect to which royalties would be payable pursuant to Section 10.1; or
(ii) QLT or Xenova is required pursuant to an order issued by a competent government authority or other applicable law to grant to a government entity or other Third Party a compulsory sub-license or license, as the case may be, to manufacture, use or sell the Drug and/or the Product with respect to which royalties would be payable pursuant to Section 10.1; then QLT may [*] for the compulsory license or sub-license. In the event that a competent governmental authority grants, or QLT or Xenova is required to grant, a compulsory license in the Field in the Territory to a government entity or other Third Party on [*], Xenova agrees that the [*] by the parties [*].
Adjustment of Royalties. REGI US shall have the right to decrease the Royalties formula if (i) products similar to the Products have come to market in any particular country of the Territory, and (ii) the total market share of all such products, even if manufactured by different companies, which are similar to any of the Products is thirty percent (30%) or more. The adjustment in the Royalties formula shall be negotiated in good faith between REGI US and ANUVU. In the event no agreement is reached within ten (10) days after adjustment is requested by REGI US, then the parties shall submit the issue of Royalties formula adjustment, pursuant to this Paragraph 3.03, for final resolution to the American Arbitration Association, in accordance with its Commercial Rules, whose determination shall be final and binding on REGI US and ANUVU.
Adjustment of Royalties. Distributor shall have the right to decrease the Royalties formula if (i) products similar to the Products have come to market in any particular country of the Territory, and (ii) the total market share of all such products, even if manufactured by different companies, which are similar to any of the Products is thirty percent (30%) or more. The adjustment in the Royalties formula shall be negotiated in good faith between Distributor and Patent Holder. In the event no agreement is reached within ten (10) days after adjustment is requested by Distributor, then the parties shall submit the issue of Royalties formula adjustment, pursuant to this Paragraph 3.03, for final resolution to the American Arbitration Association, in accordance with its Commercial Rules, whose determination shall be final and binding on Distributor and Patent Holder.