Commercialization Royalties Sample Clauses

Commercialization Royalties. Seller shall provide written notice to Buyer of its desire to commercialize any Intellectual Property which may be protected by patent or copyright, but not trade secret alone, and which was created, conceived of, or first reduced to practice by or on Seller’s behalf in the performance of the services under this Contract. Seller shall pay to Buyer royalties, to be determined, as provided below, on all cash and non-cash consideration received by Seller from the licensing of, or sale of such Intellectual Property or embodiments thereof (“Royalty Products”). Within thirty (30) days after delivery of such notice, Seller and Buyer shall initiate negotiations in good faith to agree upon a royalty payable to Buyer on license fees or gross proceeds from Royalty Products, provided, however, any such royalty shall not exceed a commercially reasonable royalty fee based on the incremental contribution of such Royalty Product to the value of the product as a whole. If the Parties are unable to reach agreement on the terms of such royalty rate within sixty (60) days of initiating such negotiations, then the royalty rate payable to Buyer shall be determined in accordance with the procedures set forth in Paragraph 17, above. Subject to the terms and conditions set forth in Exhibit 4, in no event shall Seller have any obligation to commercialize any Subject Invention, Deliverable or Intellectual Property created by Seller in performance of this Contract. If Seller has not commercialized a Deliverable within one (1) year after the completion of the services to be performed under this Contract, then Buyer shall have the right to commercialize such, and Buyer and Seller shall negotiate a license from Seller to make, use, and sell such on commercially reasonable terms mutually acceptable to the Parties. If the Parties are unable to reach agreement on such terms within sixty (60) days of initiating such negotiations, the rights of Buyer shall be determined in accordance with the procedures set forth in Paragraph 17, above.
Sample 1
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Commercialization Royalties. 5.1 During the License Term following the successful development and testing of a crop pursuant to the Research Program, Agritope shall commercialize or authorize the commercialization of such crop if and as it deems to be likely to justify its efforts to do so. In recognition of Agritope's support of and participation in the Research Program, Agritope will not be required to achieve, and it makes no express or implied representation or agreement that it will exert any particular level of efforts to achieve, any Royalties or other returns for Salk beyond the fees and payments described in Section 4. 5.2 Agritope hereby agrees to pay to Salk the following Royalties during the License Period: 5.2.1 [ * ] of: (a) any and all [ * ]; and (b) any other Sublicensing Fees, but only to the extent that such fees are received after the Recovery Point is reached; and 5.2.2 With respect to any and all Net Sales derived from Licensed Products: (a) [ * ] of such Net Sales derived from Program Patent Licensed Products; or (b) [ * ] of such Net Sales derived from Background Licensed Products or Collection Licensed Products; and [ * ] = Confidential materials omitted and filed separately with the Securities and Exchange Commission. (c) [ * ] with respect any sales of Derivative Licensed Products. 5.2.3 In the calculation of Royalties, only one application of such percentage shall be made to the Net Sales of that Licensed Product, regardless of how many Licensed Patents may be applicable thereto. Where a Licensed Product would meet the criteria described in both of subsections [ * ] of Section 5.2.2, only one such subsection will be applicable to the determination of the Royalties payable hereunder, and it shall be the subsection that would call for the higher Royalty. 5.3 All Royalties shall be due quarterly within 60 days following the end of each calendar quarter in respect of Sublicensing Fees and Net Sales received in such calendar quarter. Each such payment shall be accompanied by a statement of Sublicensing Fees and Net Sales for the quarter and the calculation of Royalties payable hereunder. All Royalties will bear interest at the rate of 1% per month or the maximum legal rate, whichever is less, from the date due through the date of payment, but this provision shall not be used by Agritope as an excuse for late payment. Agritope shall keep complete, true and accurate records for the purpose of showing the derivation of all Royalties payable to Salk under this Agreem...
Sample 1
Commercialization Royalties 
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Related to Commercialization Royalties

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • Third Party Royalties (i) In the event that Amgen, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by the manufacture, use, sale, offer for sale or import of the Compound contained in a Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

  • Royalties This agreement entitles the author to no royalties or other fees. To such extent as legally permissible, the author waives his or her right to collect royalties relative to the article in respect of any use of the article by the Journal Owner or its sublicensee.

  • License Fees and Royalties Consistent with the applicable U.S. DOT Common Rules, the Recipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Underlying Agreement are program income, and must be used in compliance with federal applicable requirements.

  • Net Sales The term “

  • Earned Royalties In partial consideration of the License and subject to Sections 3.7 and 3.8, Company will pay to Penn: (i) a graduated royalty as set forth in the table below based upon worldwide annual Net Sales made by Company and its Affiliates (but not sublicensees) of any Designated Compound Sold for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Assigned BMS Patents that is licensed to Company under the License (but no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales made by Company and its Affiliates (but not sublicensees) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty shall be due hereunder on the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) and (ii) above, then the higher rate of clause (i) shall apply. Only one royalty shall be due hereunder on the Sale of a Licensed Product even if the manufacture, use, sale, offer for sale or importation of such Licensed Product infringes more than one Valid Claim of the Penn Patent Rights.

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