Calculation of the Royalty. Covanta shall pay a royalty (the “Royalty”) to Global based on the amount of diesel that is sold by each Project equal to ten percent (10%) of the revenue derived from the sale of such diesel (exclusive of any taxes and any costs included in the price for the delivery of such diesel, which costs shall be separately stated in all such agreements for the sale of diesel) for a period of twenty (20) years from the date that the applicable Project achieves commercial operation. With respect to the Royalty, it is further agreed that:
(a) For the avoidance of doubt, the Royalty will not apply to the tipping fees that are received by a Project on the material it accepts for conversion or to the value of any production tax credits or any other credits received by the owner of the Project or any other revenue streams other than the sale of diesel;
(b) Following the termination of the License Agreement, Covanta shall not be obligated to pay the Royalty on any future Projects developed by Covanta (excluding any Projects that have placed a purchase order for one or more Systems prior to the date of termination or loss);
(c) Notwithstanding anything contained herein to the contrary, Covanta shall not be obligated to pay the Royalty with respect to (i) the Demonstration Plant or (ii) any project other than a Project, including any projects initiated and developed by Trianon or Global (even if Covanta invests in any such project) except that the Royalty shall be paid on all Carve-Out Projects in which Covanta invests;
(d) Notwithstanding anything contained herein to the contrary, Covanta shall not be precluded from ceasing operation of any Project if Covanta determines that the net revenues of such Project are not sufficient to meet expenses or if it operates the Project at an unacceptable level of profit, loss or risk. Once the operation of any Project has been terminated, Covanta shall not be required to pay any Royalty with respect to such Project unless and until the operation of the Project is re-commenced; and
(e) If Covanta wants to develop any Project on the basis that the diesel which is produced by the Project will be given to a party involved in the Project as consideration for its involvement, the Parties shall agree on a method of valuing the diesel for purposes of determining the Royalty or adopt an alternate way of calculating the Royalty for such Project.
Calculation of the Royalty. In consideration for the grant of the Title Plant License and the Software License (collectively the "Licenses"), and subject to the royalty termination provisions set forth in Section 8.02(a)(iii), so long as one or both of the Licenses are effective hereunder or PI is otherwise entitled to access any of the FNF Title Plants or the Software (including during the period pending the effectiveness of a termination under Section 8.02), PI agrees to pay to the Companies a royalty (the "Royalty"), equal to the amounts calculated in accordance with the tiered rate formula set forth on EXHIBIT A, and subject to adjustment as described on EXHIBIT A. Each Company will receive its proportionate share of any Royalty paid, calculated on the basis of the aggregate amount of usage of and access to such Company's Title Plants during the period for which the Royalty was received, with the sharing recalculated each such period. If PI is no longer obligated to provide the Services to a Company hereunder, then (subject to the royalty termination provisions set forth in Section 8.02(a)(iii)) PI shall continue to pay the Royalty to each of the Companies who remains a party to this Agreement as to which PI continues to be obligated to provide the Services, but any Company as to which Services are no longer being performed shall not share in the Royalty as of the date on which the Service obligations terminated.
Calculation of the Royalty. In respect of the amounts payable under clause 6.1:
(a) if such amount is negative in any Quarter, then no royalty is payable for that Quarter and that amount will be carried forward and included as a deduction from the aggregate of the gross invoice price in any subsequent Quarter (as applicable);
(b) Mayne Pharma must submit to INTI a report setting out, in reasonable detail, the calculation of the royalty amount (including the aggregate actual gross invoice price for the Product sold by Mayne Pharma, its Affiliates or any sublicensee during the applicable Quarter) at the same time as it makes payment; and
(c) Mayne Pharma must, and must ensure that its Affiliates and any sublicensee will, promptly process any deduction and in any event, process such deductions no later than one Quarter after they are allowed (in the case of discounts, bonuses, commissions and rebates) applied or the Products sold by Mayne Pharma, its Affiliates or any sublicensee are rejected or returned.
Calculation of the Royalty. In respect of the amounts payable under item 4.1 of Schedule 2:
(a) if such amount is negative in any Quarter, then no royalty is payable for that Quarter and that amount will be carried forward and included as a deduction from the aggregate of the gross invoice price in any subsequent Quarter (as applicable);
(b) Mayne Pharma may reduce the amount of the royalty owed to HPPI under item 4.1 of Schedule 2 by the value of any milestone payments forfeited by Mayne Pharma International under the Angiogenesis and Hedgehog Patent Sublicense;
(c) Mayne Pharma must submit to HPPI a report setting out, in reasonable detail, the calculation of the royalty amount (including the aggregate actual gross invoice price for the MP Product sold by Mayne Pharma, its Affiliates or any sub licensee during the applicable Quarter) at the same time as it makes payment; and
(d) Mayne Pharma must, and must ensure that its Affiliates and any sub licensee must, promptly process any deduction and in any event, process such deductions no later than one Quarter after they are allowed (in the case of discounts, bonuses, commissions and rebates) applied or the Products sold by Mayne Pharma, its Affiliates or any sub licensee are rejected or returned.
Calculation of the Royalty. The Royalty shall be equal to five percent (5%) of "Net Revenue" of Buyer commencing on and after the first anniversary of the Closing Date. For purposes hereof, "Net Revenue" shall be equal to the amount of cash received and retained by Buyer from the sale, license and distribution of the computer programs known and/or marketed as "COPERNICUS" software (the "COPERNICUS Programs"), less the sum of (i) any applicable credits, discounts and rebates, including, but not limited to, quantity, dealer, distributor and promotional credits, discounts, adjustments and rebates, and (ii) taxes (such as sales, use or similar taxes) paid or payable by Buyer in connection with such sale or license. If Buyer refunds or issues a credit memo on a customer's price due to customer dissatisfaction or other valid reason, this negative price shall result in a reduction in Net Revenue and therefore a reduction of the Royalty due to Seller. If any COPERNICUS Program is included by Buyer in a program or combination of programs, the aggregate functionality of which extends beyond such COPERNICUS Program, and which additional functionality is either (l) distinct from the collective functionality of the COPERNICUS Program, and/or (2) separately available from Buyer and/or any person other than Buyer (without royalty payable hereunder), then the Net Revenue attributable to the sale, license or distribution of such product shall be proportionately allocated among all significant components of such combination product. From and after the Closing Date, Buyer agrees not to materially alter its pricing policies with respect to the sale, license or distribution of the COPERNICUS Programs for purposes of reducing or otherwise negating its obligation to pay the Royalty to Seller (for example, by increasing its charges for maintenance fees or consulting services at the expense of license fees so as to reduce the Net Revenue calculation).
Calculation of the Royalty. In consideration for the grant of the Title Plant License and the Software License (collectively the "Licenses"), and subject to the royalty termination provisions set forth in Section 8.02(a)(iii), so long as one or both of the Licenses are effective hereunder or PI is otherwise entitled to access any of the Title Plants or the Software (including during the period pending the effectiveness of a termination under Section 8.02), PI agrees to pay to APTIC a royalty (the "Royalty"), equal to the amounts calculated in accordance with the tiered rate formula set forth on EXHIBIT A, and subject to adjustment as described on EXHIBIT A.
