Contribution Royalties Sample Clauses

Contribution Royalties. A Party shall provide written notice to the other Party that such Party desires to obtain a license as provided in Section 4.3.5 or 5.3 with respect to an Extra-Field Product or a Tularik Product. Within [ * ] following receipt of such notice, the Parties shall meet to negotiate in good faith the terms and conditions of such license. Such good faith negotiation shall continue for a period of [ * ]. In the event the foregoing negotiation shall not result in an agreement on the terms and conditions of such license, the Parties shall select three mutually acceptable arbitrators (the "Arbitrators") to determine the Contribution Royalty. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. One (1) of the three (3) Arbitrators shall be selected by Knoll, one (1) of the Arbitrators shall be selected by Tularik and the third Arbitrator, who shall act as chairperson, shall be selected by the mutual agreement of the other two (2) Arbitrators within thirty (30) days of their selection; provided, however, if within such time period the first two (2) selected Arbitrators are unable to agree on a third member of the arbitration panel, such third member shall be appointed by the President of the American Arbitration Association as soon as practicable thereafter. The three (3) Arbitrators shall have relevant biotechnology and/or pharmaceutical industry experience. Each Party shall submit to the other Party and the Arbitrators, within [ * ] of the selection of the chairperson of the Arbitrators, such Party's written proposal of the appropriate royalty to be paid to the non-Developing Party, along with calculations supporting such proposal. Such royalty estimates shall take into account [ * ]. Such royalty estimates shall reflect those royalty rates that are reasonable and customary within the marketplace in which such Extra-Field Product shall be sold. At the request of either Party, the Arbitrators shall hold a hearing to determine the appropriate royalty rate. The Arbitrators shall rule on the royalty estimate within [ * ] following the later to occur of receipt of such estimates from the Party or such hearing. Such ruling shall [ * ]. The Arbitrators shall [ * ]. Any arbitration herewith shall be conducted in the English language to the maximum extent possible. Each Party shall bear its own ...
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Related to Contribution Royalties

  • Production Royalty The amount of the Royalty shall be determined at the end of each month after the Effective Date. The Royalty shall be determined monthly on the basis such that payments will be determined as of and paid within thirty (30) days after the last day of each month during which Lessee produces any Geothermal Resources. The Royalty rates shall be determined as follows:

  • Running Royalties Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.

  • Earned Royalties Subject to of Article 7 hereof, Licensee shall pay to Licensor for the rights granted hereunder a sum equal to one and [*****] of the Net Invoice Value of Trademarked Products Sold by Licensee (the "Royalties"). The Royalties shall be remitted in accordance with Section 7.4 of this Agreement. 6.2

  • One Royalty No more than one royalty payment shall be due with respect to a sale of a particular Licensed Product. No multiple royalties shall be payable because any Licensed Product, or its manufacture, sale or use is covered by more than one Valid Claim.

  • Royalty Payments (i) Royalties shall accrue when Licensed Products are invoiced, or if not invoiced, when delivered to a third party or Affiliate.

  • Minimum Royalties If royalties paid to Licensor do not reach the minimum royalty amounts stated in Section 3.3 of the Patent & Technology License Agreement for the specified periods, Licensee will pay Licensor on or before the Quarterly Payment Deadline for the last Contract Quarter in the stated period an additional amount equal to the difference between the stated minimum royalty amount and the actual royalties paid to Licensor.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Earned Royalty In addition, Alnylam will pay Stanford earned royalties on Net Sales as follows:

  • Royalties 8.1 In consideration of the license herein granted, LICENSEE shall pay royalties to LICENSOR as follows:

  • Payments and Royalties 6.1 RIGEL shall upon the Effective Date:

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