CONSIDERATION, PAYMENTS AND REPORTS Sample Clauses

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in S...

CONSIDERATION, PAYMENTS AND REPORTS. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All documented legal and filing fees incurred by UTMDACC after the EFFECTIVE DATE in filing, prosecuting, and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect (“PATENT EXPENSES”). Notwithstanding the foregoing, in the event that there are other entities with licenses to both of the technologies listed on Exhibit I in other fields of use (“ADDITIONAL LICENSEES”), then LICENSEE shall be obligated to pay only a pro rata share of the PATENT EXPENSES as follows. LICENSEE’s pro rata share shall be calculated by dividing the total amount of PATENT EXPENSES by the total number of ADDITIONAL LICENSEES with active licenses plus one (for LICENSEE). In the event ADDITIONAL LICENSEES are added after LICENSEE has paid an invoice, LICENSEE shall not be entitled to a refund of any past payments for PATENT EXPENSES. However, LICENSEE shall be entitled to reduce the amount of prospective payments due to UTMDACC by an amount that will result in LICENSEE’S share of PATENT EXPENSES being equal to the pro rata share of the PATENT EXPENSES divided by the number of then currently active ADDITIONAL LICENSEES plus one (for LICENSEE). UTMDACC will invoice LICENSEE on a quarterly basis for PATENT EXPENSES and will indicate in the invoice the total number of ADDITIONAL LICENSEES with active licenses and specify the amount owed by LICENSEE. Any invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice. With respect to patent expenses incurred prior to the EFFECTIVE DATE, it is understood and agreed that certain patent expenses incurred prior to the EFFECTIVE DATE have been paid by LICENSEE and that the Option Fee of *** paid by LICENSEE pursuant to the Option Agreement between the parties dated June 15, 2010 has been applied towards patent expenses incurred prior to the EFFECTIVE DATE. LICENSEE understands and agrees that LICENSEE is not entitled to any refund of such payments, nor is LICENSEE entitled to apply or credit any such past payments (including, but not limited to the Option Fee) towards any amounts due under this AGREEMENT; and (b) A one-time nonrefundable license documentation fee in the amount of $2,000,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and i...

CONSIDERATION, PAYMENTS AND REPORTS. 5 V. SPONSORED RESEARCH............................................................. 10 VI.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. As consideration for the grants of the licenses in ARTICLE III, LICENSEE shall provide all of the following: (a) Ten Million One Hundred Twenty-four Thousand Five Hundred Sixty-one (10,124,561) shares of ZIOPHARM’s common stock, $0.001 par value per share (the “Ziopharm Stock”), subject to adjustment pursuant to Sections 1.1(b) of that certain Securities Issuance Agreement of even date therewith among ZIOPHARM, BOARD and UTMDACC; and (b) One Million Eight Hundred Twenty-one Thousand Eight Hundred Sixty-seven (1,821,867) shares of INTREXON’s common stock, no par value per share (the “Intrexon Stock”), subject to adjustment pursuant to Sections 1.1(b) of that certain Securities Issuance Agreement of even date therewith among INTREXON, BOARD and UTMDACC. 4.2. The shares of Ziopharm Stock and Intrexon Stock payable pursuant to Section 4.1 (collectively, the “Consideration Shares”) in each case shall be issued to “The Board of Regents of the University of Texas System,” or its designee pursuant to separate Share Issuance Agreements among INTREXON (on the one hand) and ZIOPHARM (on the other hand) and BOARD and UTMDACC. The Consideration Shares shall be issued by LICENSEE to BOARD, or its designee, promptly following execution of this AGREEMENT by all parties, and in any event, not later than sixty (60) calendar days after the EFFECTIVE DATE. 4.3. The Consideration Shares shall, except as otherwise specified under Section 4.1(a), be the only consideration to be paid for the grants of the licenses in ARTICLE III and shall be subject to the following further conditions: (a) The Consideration Shares shall be issued to BOARD, on behalf of UTMDACC, or its designee, in private placement transactions, and shall therefore be “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (b) Simultaneously with the execution of this Agreement, the parties shall enter into a Securities Issuance Agreement, with respect to each of the Ziopharm Stock and the Intrexon Stock (collectively, the “Securities Issuance Agreements”), and a Registration Rights Agreement, with respect to each of the Ziopharm Stock and the Intrexon Stock (collectively, the “Registration Rights Agreements”), and any other agreements contemplated pursuant to this Agreement, the Registration Rights Agreements and the Securities Issuance Agreements (collectively, together with the Securities Issuance Agreements and the Registrati...

CONSIDERATION, PAYMENTS AND REPORTS. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay to UTMDACC (except for those payments made directly to third parties as provided in subsection 4.1(a)) the following: (a) All out-of-pocket expenses incurred after the EFFECTIVE DATE of this agreement in filing, prosecuting, enforcing and maintaining PATENT RIGHTS. Said expenses will be paid directly by LICENSEE to the appropriate patent office, patent attorney or agent, or other relevant party or entity. In addition, LICENSEE shall pay to UTMDACC out-of-pocket expenses incurred by UTMDACC prior to the EFFECTIVE DATE in filing, prosecuting, enforcing and maintaining PATENT RIGHTS in the amount of $31,497.00. Said out-of-pocket expenses shall be paid to UTMDACC within thirty (30) calendar days of the date this AGREEMENT is executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; (b) A license fee in the amount of one hundred thousand dollars ($100,000.00). This fee will not reduce the amount of any other payment provided for in this Article IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; (c) A running royalty equal to * percent (*%) of LICENSEE's NET SALES up to and including * dollars ($*) and a running royalty equal to * percent (*%) of LICENSEE's NET SALES for LICENSEE'S NET SALES in excess of * dollars ($*); (d) Milestone payments upon occurrence of the following events: (i) upon acceptance of a first New Drug Application (NDA) by the Food and Drug Administration for a LICENSED PRODUCT, * dollars ($*); and (ii) upon approval of the first NDA for any LICENSED PRODUCT, * dollars ($*); (e) For any sublicense pursuant to Sections 3.3 and 3.4 hereinabove, which sublicense is executed prior to completion by LICENSEE of a Phase IIb clinical trial of a LICENSED PRODUCT, * percent (*%) of all royalties, up front payments, and milestone payments received by LICENSEE therefrom; and (f) For any sublicense pursuant to Sections 3.3 and 3.4 hereinabove, which sublicense is executed on or after completion by LICENSEE of a Phase IIb clinical trial of a LICENSED PRODUCT (i) percent (*%) of royalties received by LICENSEE therefrom, and (ii) percent (*%) of any milestone payments and up front payments received by LICENSEE therefrom. 4.2 LICENSEE, in furtherance of the objectives of this AGREEMENT, agree...

CONSIDERATION, PAYMENTS AND REPORTS. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay MDA the following: (a) [*] for all out-of-pocket expenses incurred by MDA through [*] in filing, prosecuting, enforcing and maintaining PATENT RIGHTS licensed hereunder. SPECTRX will pay all future patent maintenance expenses for so long as, and in such countries as, this AGREEMENT remains in effect. One half of these total patent expenses [*] will be due upon execution, and the other half will be due at the time of the first FDA 510K filing. MDA will invoice LICENSEE upon approval of this AGREEMENT by BOARD, and upon a quarterly basis thereafter beginning [*] for expenses incurred by MDA after [*] and the amounts invoiced will be due and payable by LICENSEE within thirty (30) days thereafter; and [*] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. (b) A non-refundable license documentation fee to be made in staged payments in the total amount of $50,000.00, which shall not reduce the amount of any other payment provided for in this ARTICLE IV, and which shall be due and payable within thirty (30) days when invoiced by MDA as follows:

CONSIDERATION, PAYMENTS AND REPORTS. 5 V. PUBLICATION................................................. 8 VI.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee in the amount of US$[*], which will be paid by LICENSEE by: (i) delivering to UTMDACC US$[*] within thirty (30) calendar days of execution of this AGREEMENT by all parties; and

CONSIDERATION, PAYMENTS AND REPORTS. 4.1 In consideration of rights granted by Board to Licensee under this Agreement, Licensee agrees to pay MD Xxxxxxxx each of the following: (a) All Patent Expenses incurred by or for MD Xxxxxxxx after the Effective Date for so long as this Agreement remains in effect; provided however, that if Board, System or MD Xxxxxxxx licenses Patent Rights to a party other than Licensee, then Licensee shall pay a pro rata share of the Patent Expenses incurred by MD Xxxxxxxx based on the number of licenses for the Patent Rights during the time each such Patent Expense is incurred. MD Xxxxxxxx will invoice Licensee on a quarterly basis after the Agreement is fully executed. The invoiced amounts will be due and payable by Licensee within thirty (30) calendar days of invoice. Patent Expense payment delinquencies will be considered a payment default under Section 12.2(b); and (b) A nonrefundable upfront license fee in the amount of $125,000.00. This fee will not reduce the amount of any other payment provided for in this Article IV, and is due and payable within thirty (30) calendar days after the Agreement has been fully executed by all parties. The obligation to timely pay the license upfront fee is not subject to any cure period; and (c) Until and ceasing upon the first Sale, nonrefundable annual maintenance fees (“Annual Maintenance Fees”) in the amount of $30,000.00, increasing annually by $15,000.00 until an amount of $90,000.00 until first Sale (for example, the Annual Maintenance Fees due for the second, and third, fourth, and fifth anniversaries of the Effective Date would be $45,000.00, and $60,000.00, $75,000.00, and $90,000.00, respectively, assuming such Annual Maintenance Fee is otherwise payable in accordance with the terms of this Agreement). Annual Maintenance Fees are due and payable (without invoice) within thirty (30) calendar days of each anniversary of the Effective Date until the first Sale. The Annual Maintenance Fees will not reduce the amount of any other payment provided for in this Article IV; and (d) A running tiered royalty on Net Sales of all Licensed Products in the Licensed Territory as set forth in Table 4.1(d) will apply: Net Sales up to and including $15 million [*]% Net Sales greater than $15 million [*]% If neither a particular Licensed Product nor the use thereof is covered by a Valid Claim in the United States at the time that such Licensed Product is Sold in the United States, then for so long as there is no such Valid Claim during ...

CONSIDERATION, PAYMENTS AND REPORTS. 4.1 In consideration for the rights granted by UNTHSC to SIGNPATH under this AGREEMENT, SIGNPATH by itself or through its AFFILIATES and sublicensees will ACTIVELY COMMERCIALIZE LICENSED PRODUCTS in the LICENSED FIELD in the LICENSED TERRITORY. It shall be considered a breach of the AGREEMENT if SIGNPATH fails to ACTIVELY COMMERCIALIZE LICENSED PRODUCTS.