Fees and Royalties. In consideration for the license granted herein to LICENSEE under Patent Rights LICENSEE agrees to pay to UNIVERSITY:
(a) license maintenance fees of i) [***] on the [***] anniversary of the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] and annually thereafter on each anniversary of the Effective date;
(b) an earned royalty of [***] on Net Sales; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(c) [***] of all sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in this Paragraph 3.1 shall be paid by LICENSEE in accordance with the provisions of Paragraph 4.3. If there are multiple, stacking royalties required to be paid by LICENSEE to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***].
Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Patent Rights. LICENSEE shall pay UNIVERSITY:
(a) a license issue fee of * dollars (US$*), within thirty ((30) days after the Effective Date; This Paragraph 3.l (a) will survive the termination, expiration or assignment of this Agreement.
(b) license maintenance fees of * dollars (US$*) payable on the first anniversary of the Effective Date and * dollars (US$*) per year and payable on the second anniversary of the Effective Date and annually thereafter on each anniversary; provided however, that such maintenance fees will be creditable against earned royalties in any given payment period; [Material marked with an asterisk has been omitted from this document pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.]
(c) LICENSEE shall pay UNIVERSITY the following milestone payments for Field 1:
(i) IND submission for Licensed Product $*
(ii) First patient dosed in Phase I Clinical Trial for Licensed Product $*
(iii) First patient dosed in Phase II Clinical Trial for Licensed Product $*
(iv) First patient dosed in Phase III Clinical Trial for Licensed Product $*
(v) BLA (or NDA) submission to the FDA for Licensed Product $* LICENSEE shall pay UNIVERSITY the following milestone payments for Field 2:
(i) Completion of in vivo characterization and optimization of cell production for Licensed Product $*
(ii) First commercial sale of Licensed Product $*
(d) For Field 1: an earned royalty of * percent (*%) on Net Sales of Licensed Products For Field 2: an earned royalty of * percent (*%) on Net Sales of Licensed Products by LICENSEE, Sublicensees, and/or Affiliates, provided, however, that in the event LICENSEE is required to pay royalties to one or more third parties for patent rights necessary to make, use or sell Licensed Products, LICENSEE may deduct $* from the earned royalties payable to UNIVERSITY for every $* LICENSEE actually pays to said third parties; provided, however, in no event shall the amount payable to UNIVERSITY be less than * percent (*%) of the amount otherwise due; and
(e) percent (*%) of all Sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in Paragraphs 3.l (a) through 3.l (e) above shall be paid by LICENSEE purs...
Fees and Royalties. (a) In consideration of the rights and licenses granted to NICC pursuant to this Agreement, NICC shall pay to Nestle Group royalties as provided in paragraph (b) below (the "Royalties").
(b) Royalties shall be payable monthly, within thirty (30) days following the end of each month, in the amount of (i) 4.0% of the total Trademarked Net Sales plus (ii) 1.0% of the total Technology Net Sales; provided that no Royalties shall be payable under clause (ii) of this sentence with respect to sales of Frozen Dessert Products for which Royalties are payable pursuant to clause (i) of this sentence or clause (i) of Section 9.1 of the Pillsbury Trademark/Technology Sublicense Agreement (so long as such agreement remains in effect); and provided further that no Royalties shall be due on: (1) any of the Frozen Dessert Products imported by NICC in retail or other packs from any Affiliate of NICC, in relation to which a Royalty has already been paid to Nestle Group by such Affiliate of NICC, (2) any of the Frozen Dessert Products sold within the Territory or outside of the Territory to Affiliates of NICC in relation to which a Royalty will become payable to Nestle Group on the sales thereof by such Affiliates of NICC or (3) any semi-manufactured or semi-processed goods sold within the Territory in relation to which upon further manufacture, processing, packaging or other transformation into finished products a Royalty will become payable to Nestle Group on the sales of such finished products.
(c) The Royalties, fees and all other amounts payable pursuant to this Agreement, including without limitation the Out-Of-Pocket Expenses and fees described in Article 5 below (collectively, "Fees") are exclusive of any and all present and future federal, national, state, local, municipal and other excise, sales, use, property, value-added or similar taxes and fees, all of which shall be paid by NICC. Nestle Group shall obtain and provide to NICC any certificate of exemption or similar document required to exempt any transaction under this Agreement from any such tax or fee. The Fees shall be payable in United States Dollars.
(d) Each payment of Royalties shall be accompanied by a written report certified by the Chief Financial Officer of NICC, in detail reasonably satisfactory to Nestle Group, specifying the method of calculation of the Royalties for the applicable month. Any Fees or Royalties that are not paid when due shall bear interest from the due date until paid at the lesser ...
Fees and Royalties. For the rights, privileges and license granted hereunder, LICENSEE shall pay to UTRF the following fees and royalties in the manner hereinafter provided until this Agreement expires or is terminated.
Fees and Royalties. This license is non-royalty bearing and the Licensee shall not be obligated to pay to Steinberg any fees or royalties with respect to the VST 3 Plug-In Interface technology or use of Xxxxxxxxx’x VST trademarks as set out in §3.
Fees and Royalties. For the rights granted under this Agreement, including both Article 2 and Article 3, GEN-PROBE shall pay fees and royalties set forth in this Article 4.
Fees and Royalties. In partial consideration for the rights granted herein, Licensee will pay to ULRF the fees, royalties and other amounts specified in Exhibit B, and will reimburse ULRF for costs incurred in connection with the Licensed Patents as provided in Section 9.2.
Fees and Royalties. 4.1 For the rights, privileges and license granted under this License Agreement, Licensee shall pay to the University the fees and royalties specified in Appendix C.
4.2 Notwithstanding Paragraph 4.1 above, Licensee has no obligation to pay royalties on SALES of LICENSED INVENTIONS to the U.S. Government or any agency thereof or any U.S. Government contractor who certifies that its purchase of the LICENSED INVENTION is for or on behalf of the U.S. Government. Licensee will not impose royalty charges on SALES of LICENSED INVENTIONS to U.S. Government entities and will refund to them any royalty collected on such SALES.
4.3 The first royalty payment due under this License Agreement is based on NET SALES by Licensee and its sublicensees from the effective date of this License Agreement through June 30 of the same calendar year, if the effective date is before June 30, or through December31 if the effective date is after June 30. Payment must be made within thirty (30) days from the end of such period. Subsequent royalty payments shall be calculated based on NET SALES by Licensee and its sublicensees during the semiannual periods extending from January 1 through June 30 and from July I through December 31 of each year, for as long as this License Agreement remains in effect. Royalty payments must be paid within thirty (30) days from the end of the respective semiannual period.
4.4 All payments due the University must be paid in U.S. currency to the University of California, Los Alamos National Laboratory, at the address set forth in LANL Document Control No. 00-00-00000
Paragraph 19.1. Licensee must convert NET SALES invoiced in foreign currency into equivalent U.S. currency at the exchange rate for the foreign currency prevailing as of the last day of the reporting period, as reported in the Wall Street Journal.
Fees and Royalties. 5.1 In consideration of the licenses granted in Clause 2.1 for the ARM Secure Core Transfer Materials, LICENSEE shall pay ARM a fee (each a “Core Licence Fee”) for each Unique ARM Secure Core Based Product developed by LICENSEE as set out in and in accordance with Schedule 7 Part A. If within three (3) years after the Effective Date, LICENSEE pays ARM [*****] Core Licence Fees for [*****] Unique ARM Secure Core Based Products, then during the continuance of this Agreement, LICENSEE shall not have any obligation to pay Core Licence Fees for the [*****] Unique ARM Secure Core Based Products.
5.2 In consideration of the licenses granted in Clause 2.1 for the MME Transfer Materials, LICENSEE shall pay, ARM a fee (“MME Licence Fee”) as set out in and in accordance with Schedule 7 Part B.
5.3 In consideration of the licenses granted in Clause 2.1, LICENSEE shall pay to ARM a royalty (“Royalty”), as determined in accordance with the table in Schedule 8, for each unit of ARM Secure Core Based Product sold, supplied or otherwise distributed by LICENSEE.
5.4 In consideration of the ARM Maintenance (defined in Clause 8.1) LICENSEE shall pay, ARM, annual fees (each a “Maintenance Fee”) as set out in and in accordance with Schedule 7 Part C. The Maintenance Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties.
5.5 In consideration of the ARM Support (defined in Clause 8.2) LICENSEE shall pay, ARM, annual fees (each a “Support Fee”) as set out in and in accordance with Schedule 7 Part D. The Support Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties.
5.6 Royalties (defined in Clause 5.3) due to ARM under this Agreement shall be paid in accordance with the terms set out in Schedule 4.
5.7 LICENSEE shall keep all records of account as are necessary to demonstrate compliance with its obligations under this Clause 5 for six (6) years from the date of each royalty report
5.8 ARM shall have the right for representatives of a firm of independent Chartered Accountants to which LICENSEE shall not unreasonably object (“Auditors”), to make an examination and audit, by appointment made at least thirty (30) days prior to the audit, during normal business hours, not more frequently than once annually, of all records and accounts as may under recognised accounting practices contain information including; (i) the number of uni...
Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the licenses granted herein to LICENSEE under Patent Rights. LICENSEE shall pay UNIVERSITY:
(a) in recognition of LICENSEE being a startup business and in lieu of cash, a license issue fee in the form of one hundred and five thousand (105,000) shares of Chimerix, Inc. Common Stock, from the Three Million Five-Hundred Thousand (3,500,000) shares of Chimerix Common Stock authorized for issuance under LICENSEE’s Articles of Incorporation dated April 6, 2000 (Exhibit D); and such stock shall be delivered to UNIVERSITY within sixty (60) days of notification of final approval by the UNIVERSITY Office of the President in the name of “Shellwater & Co.”, a nominee of UNIVERSITY, provided however, that the acceptance of LICENSEE’s common stock is subject to:
(i) the final approval of the Office of the President of UNIVERSITY. In the event that such approval is not granted, this Agreement shall remain in effect and LICENSEE and UNIVERSITY shall renegotiate in good faith for a substitution of similar value for consideration.
(ii) LICENSEE and UNIVERSITY entering into a shareholder agreement outlining the rights of UNIVERSITY as a shareholder that is no less favorable to the UNIVERSITY than to the common share-holding founders and is acceptable to the UNIVERSITY.
(b) milestone payments in the amounts payable according to the following schedule of events: Amount Date or Event [...***...] LICENSEE begins a Phase I clinical trial; payable for each of the first three Licensed Products to begin a Phase I clinical trial [...***...] LICENSEE begins a Phase III clinical trial; payable for each of the first three Licensed Products to begin a Phase III clinical trial [...***...] LICENSEE receives the first US regulatory approval for the sale of the first Licensed Product for human therapeutic use [...***...] LICENSEE receives US regulatory approval for the sale of each subsequent Licensed Product(s) for human therapeutic use [...***...] LICENSEE receives regulatory approval for the sale of each Licensed Product in Europe [...***...] LICENSEE receives regulatory approval for the sale of each Licensed Product in Japan
(c) an earned royalty of [...***...] on Net Sales of Licensed Products by LICENSEE, or its Affiliate(s) (The “Royalty Rate”); provided however that:
(i) if LICENSEE is required to license the intellectual property of a Third P...
