Determination of Royalty Payments Sample Clauses

Determination of Royalty Payments. In addition to the Fixed Purchase Price, Buyer shall pay to Seller a Royalty Payment on Gross Licensing Revenue actually received by Buyer. The amount of the Royalty Payments according to Section 3.2.2 shall be calculated on a diminishing scale as follows: · [***] · [***] · [***] · [***] (each item listed above in this Section 3.2 being referred to as “Royalty Payment”).
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Determination of Royalty Payments. Unless the Royalty Recipient disputes the Buyer’s calculations included in the Royalty Statement in accordance with the provisions of Section 1.5(c)(6) within forty-five (45) days after delivery by the Buyer of such Royalty Statement (the “Royalty Dispute Period”), the Buyer’s determinations thereof shall be conclusive and binding upon the Royalty Recipient and the Buyer, subject to the Royalty Recipient’s subsequent right to dispute such calculations pursuant to Section 1.5(c)(5) and subject also to the provisions of Section 1.5(c)(7). Each Royalty Payment, if any, will, be paid in cash by Buyer or its Affiliates within ten (10) days after the delivery by the Buyer of the corresponding Royalty Statement. In the event of a dispute concerning amounts owed by the Buyer with respect to such Royalty Statement, pursuant to Section 1.5(c)(5) or Section 1.5(c)(6), any additional amounts determined to be due by the Buyer or its Affiliates shall be paid in cash by Buyer or its Affiliates within ten (10) days after the date of the final determination thereof pursuant to Section 1.5(c)(5), Section 1.5(c)(6), and/or Section 1.5(c)(7). Any payments payable by the Buyer or its Affiliates under this Section 1.5(c) shall be deemed part of the Final Purchase Price. It is understood and agreed that, to the extent that at any time there are pending claims made by Buyer Indemnified Parties for indemnification pursuant to and in accordance with Article VI, the Buyer and its Affiliates may hold back from paying a portion of any Royalty Payment in an amount equal to the amount at issue in such pending claims until the final resolution of such claim in accordance with this Agreement. In addition, subject to the terms of Article VI, the Buyer and its Affiliates may recoup and/or set-off against all or a portion of any Royalty Payment any Agreed Amount or any amount finally determined (by a court of competent jurisdiction through a non-appealable order) to be owed to the Buyer Indemnified Parties under the indemnification obligations set forth in Article VI, provided, that the Buyer must notify the Royalty Recipient of its intent to set-off the amount of any Royalty Payment as promptly as possible after making such a determination, but in any event not less than five (5) Business Days in advance of such set-off.
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Related to Determination of Royalty Payments

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

  • Payment of Royalty Client will pay to Yanbor a royalty which shall be calculated as follows: Term “licensed period” means the period of one year started when the Agreement is signed or renews. The first license period starts on the end day of trial if Agreement is signed and the first payment was received by Xxxxxx. $18,000 shall be paid when the Agreement is signed and renews for the next licensed period and $1,000 shall be paid for each installment of OUReports by Client or Client customers for each instance of database/namespace during licensed period. With each royalty payment, Client will submit to Xxxxxx the written report that sets forth the calculation of the amount of the royalty payment.

  • Payment of Royalties To the best of Seller’s knowledge, all royalties and in-lieu royalties with respect to the Assets which accrued or are attributable to the period prior to the Effective Time have been properly and fully paid, or are included within the suspense amounts being conveyed to Buyer pursuant to Section 11.4.

  • Royalty Payment For all leased substances that are sold during a particular month, Lessee shall pay royalties to Lessor on or before the end of the next succeeding month. Royalty payments shall be accompanied by a verified statement, in a form approved by Lessor, stating the amount of leased substances sold, the gross proceeds accruing to Lessee, and any other information reasonably required by Lessor to verify production and disposition of the leased substances or leased substances products. Delinquent royalties may be subject to late fees and penalties in accordance with Lessor’s Rules.

  • Reports; Payment of Royalty During the Term following the First Commercial Sale of a Product, Merck shall furnish to Ambrx a quarterly written report for the Calendar Quarter showing the Net Sales of all Royalty Products subject to royalty payments sold by Merck and its Related Parties in the Territory for use in the Field during the reporting period and the royalties payable under this Agreement. Reports shall be due on the [***] day following the close of each Calendar Quarter. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. Merck shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined.

  • Earned Royalty In addition to the annual license maintenance fee, ***** will pay Stanford earned royalties (Y%) on Net Sales as follows:

  • 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

  • Duration of Royalty Obligations The royalty obligations of Licensee as to each Product shall terminate on a country-by-country and product-by-product basis concurrently with the expiration of:

  • Reports and Royalty Payments Within [* * *] days after the beginning of each Contract Quarter during the Royalty Term, Celgene shall deliver to Acceleron a report setting forth for the previous Contract Quarter the following information on a Licensed Product-by-Licensed Product and country-by-country basis in the Territory: (a) the gross sales and Net Sales of Licensed Product, (b) the number of units sold by Celgene, its Affiliates or Sublicensees, (c) the basis for any adjustments to the royalty payable for the sale of each Licensed Product, and (d) the royalty due hereunder for the sales of each Licensed Product (the “Royalty Report”). The total royalty due for the sale of Licensed Products during such Contract Quarter shall be remitted at the time such report is made. No such reports or royalty shall be due for any Licensed Product before the First Commercial Sale of such Licensed Product.

  • 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.

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