Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations for the license granted herein to LICENSEE under Technology, and Patent Rights. LICENSEE shall pay UNIVERSITY: (a) A LICENSE ISSUE FEE of Forty Thousand Dollars (US$ 40,000) upon execution of this Agreement; (b) AN EARNED ROYALTY of one and one half percent (1.5%) on Net Sales of Licensed Products by LICENSEE and/or its Affiliate(s); (c) fifty percent (50%) of all SUBLICENSE FEES received by LICENSEE from its Sublicensees that are not earned royalties; (d) on each and every SUBLICENSE ROYALTY payment received by LICENSEE from its Sublicensees on sales of Licensed Product by Sublicensee, the higher of (i) fifty percent (50%) of the royalties received by LICENSEE; or (ii) royalties based on the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee; (e) beginning the calendar year of the Effective Date if the total earned royalties paid by LICENSEE under Paragraphs 3.1(b) and (d) to UNIVERSITY in any such year cumulatively amounts to less than the amount specified herein for each calendar year ("MINIMUM ANNUAL ROYALTY"), LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February 28 following the last quarter of such year of the difference between amount noted above and the total earned royalty paid by LICENSEE for such year under Paragraphs 3.1(b) and (d). 1999 US$ 5,000 2000 US$ 10,000 2001 US$ 20,000 2002 US$ 30,000 2003 US$ 40,000 2004 US$ 50,000 and for each calendar year of the Agreement thereafter (a) through 3.1(e) above shall be paid by LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE to UNIVERSITY as noted in Paragraph 10.1.
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Fees and Royalties. The parties hereto understand that 4.1 For the fees rights, privileges and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations for the license granted herein to LICENSEE under Technologyhereunder, and Patent Rights. LICENSEE shall pay UNIVERSITYto RESEARCH FOUNDATION:
(a) A LICENSE ISSUE FEE Milestone payments payable, if at all, at the times and upon achievement of Forty Thousand Dollars (US$ 40,000) upon execution of this Agreement;the Milestones set forth on Appendix B.
(b) AN EARNED ROYALTY Running royalties equal to the Applicable Royalty Amount. The “Applicable Royalty Amount” shall be [********] of one and one half percent (1.5%) on Net Sales of Licensed Products in any country; provided that, with respect to a particular Licensed Product in a particular country:
(i) [********], the Applicable Royalty Amount shall be reduced to [********] of Net Sales of such Licensed Product in such country; and
(ii) if LICENSEE (or a sublicensee) deems it necessary or advisable to secure a third party license in order to practice in such country any portion of the license granted by RESEARCH FOUNDATION hereunder (including, without limitation, the sale of Licensed Products), the Applicable Royalty Amount shall be reduced by [********]of the amounts paid to secure such third party license, but in no event to an amount less than [********] of Net Sales of Licensed Products in such country. Notwithstanding the foregoing:
(1) the obligations in this Paragraph 4.1(b) shall expire with respect to Net Sales of a particular Licensed Product in a particular country on the date of expiration of the last-to-expire Valid Claim included in the Patent Rights covering, in whole or in part, such Licensed Product in such country;
(2) if Licensed Products are sold or leased by a sublicensee, LICENSEE shall instead pay to RESEARCH FOUNDATION the lesser of the amount calculated as provided above in this Paragraph 4.1(b) or [********] of the running royalties on the sale or lease of Licensed Products actually received by LICENSEE and/or its Affiliate(sfrom such sublicensee;
(3) the Company’s obligation to pay royalties under this Paragraph 4.1(b) shall be imposed only once with respect to the same unit of a Licensed Product regardless of how many Patent Rights or Valid Claims pertain thereto; and
(4) all Annual License Fees, in the aggregate, paid by LICENSEE hereunder as of the NDA Filing Date shall be creditable against running royalties due under this Paragraph 4.1, after any reduction resulting from application of the various subparagraphs of this Paragraph 4.1; provided that a maximum of [********] shall be creditable annually under this subparagraph (4);. [********]
(c) fifty percent (50%) [********] of all SUBLICENSE FEES Sublicense Fees actually received by LICENSEE from its Sublicensees any sublicensee, to be reduced to [********] if such sublicense is granted together (whether in the same or in a related agreement) with Substantial LICENSEE IP Rights.
4.2 Royalty payments shall be paid in United States dollars in Tampa, Florida, or at such other place as RESEARCH FOUNDATION may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes that are not earned royalties;
the LICENSEE is required by law to withhold on remittance of the royalty payments will be deducted from the royalty paid. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing at the Chase Manhattan Bank (dN.A.) on each and every SUBLICENSE ROYALTY payment received by LICENSEE from its Sublicensees on sales of Licensed Product by Sublicensee, the higher of (i) fifty percent (50%) last business day of the royalties received by LICENSEE; or (ii) royalties based on calendar quarter reporting period to which such royalty payments relate.
4.3 In addition to the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee;
(e) beginning the calendar year of the Effective Date if the total earned royalties paid by LICENSEE under Paragraphs 3.1(b) and (d) to UNIVERSITY in any such year cumulatively amounts to less than the amount specified herein for each calendar year ("MINIMUM ANNUAL ROYALTY")foregoing, LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February 28 following RESEARCH FOUNDATION (i) the last quarter of such year Annual License Fee, which obligation shall expire as of the difference between amount noted above and the total earned royalty paid by LICENSEE for such year under Paragraphs 3.1(b) NDA Filing Date, and (dii) for the rights granted to LICENSEE in Paragraph 2.1(b). 1999 US$ 5,000 2000 US$ 10,000 2001 US$ 20,000 2002 US$ 30,000 2003 US$ 40,000 2004 US$ 50,000 and for , the Annual Rights Fee, each calendar year such payment to be made within thirty (30) days of each anniversary of the Agreement thereafter
(a) through 3.1(e) above shall be paid by LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE to UNIVERSITY as noted Effective Date in Paragraph 10.1United States dollars.
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Samples: License Agreement (Targacept Inc)
Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations for the license granted herein to LICENSEE under Technology, and Patent Rights. LICENSEE shall pay UNIVERSITY:
(a) A LICENSE ISSUE FEE of Forty Thousand Dollars five thousand dollars (US$ 40,0005,000.00) upon execution of this Agreement;
(b) A MILESTONE PAYMENT of thirty five thousand dollars (US$ 35,000.00) upon issuance any US patent covered under Patent Rights (paragraph 1.6);
(c) AN EARNED ROYALTY of one and one half percent (1.5%) on Net Sales of Licensed Products by LICENSEE and/or its Affiliate(s);
(cd) fifty percent (50%) of all SUBLICENSE FEES received by LICENSEE from its Sublicensees that are not earned royalties;
(de) on each and every SUBLICENSE ROYALTY payment received by LICENSEE from its Sublicensees on sales of Licensed Product by Sublicensee, the higher of (i) fifty percent (50%) of the royalties received by LICENSEE; or (ii) royalties based on the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee;
(ef) beginning the calendar year of the Effective Date if the total earned royalties paid by LICENSEE under Paragraphs 3.1(b3.1(c) and (de) to UNIVERSITY in any such year cumulatively amounts to less than the amount specified herein for each calendar year ("MINIMUM ANNUAL ROYALTY"), LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February 28 following the last quarter of such year of the difference between amount noted above and the total earned royalty paid by LICENSEE for such year under Paragraphs 3.1(b) and (d). 1999 US$ 5,000 2000 US$ 10,000 2001 US$ 20,000 2002 US$ 30,000 2003 US$ 40,000 2004 US$ 50,000 and for each calendar year of the Agreement thereafter.
(a) through 3.1(e3.1(f) above shall be paid by LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE to UNIVERSITY as noted in Paragraph 10.1.
Appears in 1 contract
Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations for the license granted herein to LICENSEE under Technology, and Patent Rights. LICENSEE Licensee shall pay UNIVERSITYLicensor:
(ai) A LICENSE ISSUE FEE As compensation for Licensor’s performance of Forty its obligation under Section 7.1 of this Agreement to make reasonable efforts during the period beginning on the date of this Agreement and ending March 31, 1993 to refine the development process of the Technology, One Million Five Hundred Thousand Dollars (US$ 40,000$1,500,000) payable upon execution of this Agreement;
, reduced by any advances made prior to the date hereof pursuant to the Letter of Intent executed by Licensor and Licensee on or about April 1, 1992 (b) AN EARNED ROYALTY the “Letter of one and one half percent (1.5%) on Net Sales of Licensed Products by LICENSEE and/or its Affiliate(sIntent”);
(cii) fifty percent As compensation for Licensor’s performance of its obligation under Section 7.1 of this Agreement to make reasonable efforts during the period beginning April 1, 1993 and ending on the first anniversary date of this Agreement to refine the development process of the Technology, One Million Dollars (50%$1,000,000) payable on or before the first anniversary date of all SUBLICENSE FEES this Agreement; and
(iii) During the term described in Section 4.1(v)(A) below, a royalty payment (the “Royalty”) in an amount equal to [ * ] of the greater of (A) the cost of goods sold applicable to the AHPC Formulaid Product, as determined using generally acceptable accounting principals and methodologies reflected on Licensee’s audited annual financial; statements and as mutually agreed to by Licensor and Licensee (the “Cost of Goods Sold”), or (B) the amount received by LICENSEE Licensee or its Affiliates from its Sublicensees that are not earned royalties;
(d) on the sale for value of each and every SUBLICENSE ROYALTY payment AHPC Formulaid Product to Third Parties, which amount received by LICENSEE Licensee or its Affiliates shall not be reduced by taxes assessed on income from such sales but shall not include: normal returns and allowances actually paid or allowed by Licensee or its Sublicensees on Affiliates; customary discounts, whether cash or trade; rebates; and sales of Licensed Product by Sublicensee, the higher of (i) fifty percent (50%) of the royalties received by LICENSEE; or (ii) royalties and other taxes based on the royalty rate in Paragraph 3.1(d) as applied to Net sales prices of the AHPC Formulaid Product whether or not absorbed by Licensee or its Affiliates (the “Sales of Sublicensee;Price”).
(eiv) beginning During the calendar year term described in Section 4.1(v)(B) below, a Royalty in an amount equal to [ * ] of the Effective Date greater of (A) the Cost of Goods Sold applicable to the AHPC Formulaid Product, or (B) the Sales Price of each AHPC Formulaid Product to Third Parties.
(A) For a term of ten (10) years after the first commercial introduction of the AHPC Formulaid Product in the Territory; provided, however, that if a patent is obtained with respect to the total earned royalties paid by LICENSEE under Paragraphs 3.1(bTechnology or the Martek Product in the Territory prior to the twenty-fifth (25th) anniversary of the date of first commercial introduction of the AHPC Formulaid Product therein, for a term of longer than ten (10) years, which term shall begin on the date of the issuance of such patent and end on the earlier of (A) the date of the expiration, lapse or invalidation of any such patents and (dB) to UNIVERSITY the twenty-fifth (25th) anniversary of the date of the first commercial introduction of the AHPC Formulaid Product in any such year cumulatively amounts to less than the amount specified herein for each calendar year country. ("MINIMUM ANNUAL ROYALTY"), LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February 28 v)(B) For such additional period of time following the last quarter of such year period described in Section 4.l(v)(A) above, if any, and ending on the twenty-fifth (25th) anniversary after the first commercial introduction of the difference between amount noted above AHPC Formulaid Product in the Territory. Licensor shall be responsible for all taxes levied on account of any payment accruing under this Agreement that constitutes income taxable to Licensor. If provision is made in law or regulation for withholding, such tax shall be deducted from any royalty payment then due, paid to the proper taxing authority and the total earned royalty paid by LICENSEE receipt for such year under Paragraphs 3.1(b) and (d). 1999 US$ 5,000 2000 US$ 10,000 2001 US$ 20,000 2002 US$ 30,000 2003 US$ 40,000 2004 US$ 50,000 and for each calendar year payment of the Agreement thereafter
(a) through 3.1(e) above shall be paid by LICENSEE pursuant tax secured and promptly sent to Paragraph 4.3 and shall be delivered by LICENSEE to UNIVERSITY as noted in Paragraph 10.1Licensor.
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Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations consideration for the license granted herein to LICENSEE under Technology, and Patent Rights. LICENSEE shall pay UNIVERSITY:
(a) A LICENSE ISSUE FEE a license issue fee of Forty Twelve Thousand Dollars Five Hundred dollars (US$ 40,000US$12,500), no later than nine (9) upon execution months after the Effective Date;
(a) will survive the termination, expiration or assignment of this Agreement;.
(b) AN EARNED ROYALTY license maintenance fees per year and payable on the first anniversary of one the Effective Date and one annually thereafter on each anniversary according to the following schedule: Year 1 $5,000 Year 2 $7,500 Year 3 and thereafter $10,000 provided however, that LICENSEE's obligation to pay this fee shall end on the date when LICENSEE is commercially selling a Licensed Product.
(c) LICENSEE shall pay UNIVERSITY the following milestone payments: $5,000 Upon issue of first patent claim in a US patent filed under invention SD2016-210 $100,000 Upon either: (A) assignment of this Agreement and the license granted herein in conjunction with the sale or transfer to third party (excepting an assignment from Global Cancer Technology to a spinoff company, e.g., the contemplated NanoMed Tracking, Inc.) of substantially all of the assets associated with performance under this Agreement; or, (B) LICENSEE's initial public offering
(d) an earned royalty of two and a half percent (1.52.5%) on Net Sales of Licensed Products by LICENSEE, Sublicensees, and/or Affiliates, provided, however, that in the event LICENSEE and/or its Affiliate(s);
(c) 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 $0.50 from the earned royalties payable to UNIVERSITY for every $1.00 LICENSEE actually pays to said third parties; provided, however, in no event shall the amount payable to UNIVERSITY be less than fifty percent (50%) of the amount otherwise due; and
(e) twenty percent (20%) of all SUBLICENSE FEES Sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties;.
(d) on each and every SUBLICENSE ROYALTY payment received by LICENSEE from its Sublicensees on sales of Licensed Product by Sublicensee, the higher of (i) fifty percent (50%) of the royalties received by LICENSEE; or (ii) royalties based on the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee;
(ef) beginning the calendar year of commercial sales of the Effective Date first Licensed Product by LICENSEE, its Sublicensee, or an Affiliate and if the total earned royalties paid by LICENSEE under Paragraphs 3.1(b) and (dParagraph 3.1(c) to UNIVERSITY in any such year cumulatively amounts to less than the amount specified herein following schedule: 1 $10,000 2 $20,000 3 $30,000 4 and thereafter $40,000 for each calendar year (the "MINIMUM ANNUAL ROYALTYminimum annual royalty"), LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February 28 following the last quarter of such year of the difference between amount noted above and the total earned royalty paid by LICENSEE for such year under Paragraphs 3.1(b) and (d3.1(c). 1999 US$ 5,000 2000 US$ 10,000 2001 US$ 20,000 2002 US$ 30,000 2003 US$ 40,000 2004 US$ 50,000 and ; provided, however, that for each calendar the year of commercial sales of the Agreement thereafter
(afirst Licensed Product, the amount of minimum annual royalty payable shall be pro-rated for the number of months remaining in that calendar year. All fees and royalty payments specified in Paragraphs 3.1(a) through 3.1(e3.1(f) above shall be paid by LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE to UNIVERSITY as noted in Paragraph 10.1.
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Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations Licensee shall compensate Licensor for the license and other rights granted herein to LICENSEE under Technologyhereby and services provided hereunder, and Patent Rights. LICENSEE shall pay UNIVERSITYin United States Dollars, as follows:
(ai) A LICENSE ISSUE FEE one time payment (non-refundable, but creditable pursuant to the provisions of Forty this Section 4.1(1)) of three million dollars ($3,000,000), two million dollars ($2,000,000) of which is payable within five (5) business days of the execution of this Agreement and one million dollars ($1,000,000) of which is payable within five (5) business days of the first anniversary date of this Agreement. Upon Licensee's satisfaction of premarket requirements of the U.S. Food and Drug Administration necessary to allow Licensee to sell any Licensee Product in the United States, a portion of this one time payment equal to Five Hundred Thousand Dollars (US$ 40,000$500,000) upon shall be creditable by Licensee against on going Royalties that are due hereunder or against the purchase of the Martek Products pursuant to the Supply Agreement (as the case may be);
(ii) A pre-payment (non-refundable, but creditable pursuant to the provisions of this Section 4.1(ii)) of one million, five hundred thousand dollars ($1,500,000) payable within five (5) business days --------------- * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. of execution of this Agreement;
, which payment shall be creditable by Licensee against on going Royalties that are due hereunder or against the purchase of the Martek Products pursuant to the Supply Agreement(s) (b) AN EARNED ROYALTY of one and one half percent (1.5%) on Net Sales of Licensed Products by LICENSEE and/or its Affiliate(sas the case may be);
(ciii) fifty percent During the term described in Section 4.1(v)(A) below, a royalty payment (50%the "Royalty") in an amount equal to * of all SUBLICENSE FEES the greater of (A) the cost of goods sold applicable to the Licensee Product, as determined using generally accepted accounting principals and methodologies reflected on Licensee's audited annual financial statements (the "Cost of Goods Sold"), or (B) the amount received by LICENSEE Licensee or its Affiliates from its Sublicensees that are not earned royalties;
(d) on each and every SUBLICENSE ROYALTY payment the sale for value of the Licensee Product to Third Parties, which amount received by LICENSEE Licensee or its Affiliates shall not be reduced by taxes assessed on income from such sales but shall not include: returns and allowances actually paid or allowed by Licensee or its Sublicensees on sales of Licensed Product by SublicenseeAffiliates; discounts, the higher of (i) fifty percent (50%) of the royalties received by LICENSEEwhether cash or trade; or (ii) royalties rebates; and sales, use, excise, value added and other taxes based on the royalty rate in Paragraph 3.1(d) as applied to Net sales price of the Licensee Products, whether or not absorbed by Licensee or its Affiliates (the "Sales of Sublicensee;Price").
(eiv) beginning During the calendar year term described in Section 4.1(v)(B) below, a Royalty for Licensee Product provided for use by a customer in an amount equal to * of the Effective Date if greater of (A) the total earned Cost of Goods Sold applicable to the Licensee Product, or (B) the Sales Price of the Licensee Product to Third Parties.
(A) As to each country in the Territory in which the Licensee Product is sold or otherwise distributed for consumer use, until the expiration of any Licensed Patents in such country, regardless of when such Licensed Patents may issue; provided; however, that royalties shall be paid by LICENSEE under Paragraphs 3.1(b) and (d) to UNIVERSITY in every country in which any Licensee Product is sold or otherwise distributed for consumer use, whether or not Licensor obtains a patent in such year cumulatively amounts to country, for a period of not less than ten (10) years after the amount specified herein for each calendar year ("MINIMUM ANNUAL ROYALTY"), LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February 28 following date of the last quarter first commercial sale of such year Licensee Product in that country, and provided, further, that no royalty shall be payable upon sales of a Licensee Product in a country after the twenty-fifth (25th) anniversary of the difference date of the first commercial sale of such Licensee Product in that country.
(B) As to each country in the Territory in which the Licensee Product is sold or otherwise distributed for consumer use, for such additional period of time, if any, between amount noted the expiration of the royalty obligation --------------- * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. described in Section 4.1(v)(A) above and the total earned royalty paid by LICENSEE for such year under Paragraphs 3.1(btwenty-fifth (25th) and (d). 1999 US$ 5,000 2000 US$ 10,000 2001 US$ 20,000 2002 US$ 30,000 2003 US$ 40,000 2004 US$ 50,000 and for each calendar year anniversary of the Agreement thereafter
(a) through 3.1(e) above shall be paid by LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE to UNIVERSITY as noted date of the first commercial sale of the Licensee Product in Paragraph 10.1such country.
Appears in 1 contract
Fees and Royalties. The parties hereto understand that (a) In consideration of the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations for the license License granted herein to LICENSEE under Technologyherein, and Patent Rights. LICENSEE INTERMUNE shall pay UNIVERSITYto MCWRF:
(ai) A LICENSE ISSUE FEE a licensed issue fee in the sum of Forty Fifty Thousand Dollars (US$ 40,000$50,000.00) payable upon execution of this Agreementagreement;
(ii) the sum of One Hundred Thousand Dollars ($100,000.00) payable upon filing an IND for each Licensed Product;
(iii) the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) payable upon initiation of a Phase III clinical trial for each Licensed Product.
(iv) the sum of Six Hundred Fifty Thousand Dollars ($650,000.00) payable upon submission of an NDA for each Licensed Product;
(v) the sum of One Million Dollars ($1,000,000.00) payable upon receiving approval of an NDA for each licensed product;
(b) AN EARNED ROYALTY of one and one half percent (1.5%) on Net Sales of Licensed Products by LICENSEE and/or its Affiliate(s);These sums are not advances against earned royalties provided for in Paragraph 4.c.
(c) fifty In consideration of the license granted herein, INTERMUNE shall pay to MCWRF two and one-half (2.5) percent of net sales for each and every Licensed Product(s) which is sold, irrespective of selling price, given as a promotional item or gift, included with the sale of other equipment, or transferred or caused to be transferred, to any other party by INTERMUNE. Net sales shall mean gross sales lease:
(50%i) trade and/or quantity discounts as are customary in the trade;
(ii) taxes or other governmental charges on the production, sales, transportation, delivery or use of all SUBLICENSE FEES received licensed products;
(iii) transportation charges;
(iv) sales commissions paid to non-affiliated parties; and
(v) amounts repaid or credited by LICENSEE from its Sublicensees that are not earned royalties;reasons of recall or return.
(d) Royalties pursuant to Paragraph 4.c. shall not be due by INTERMUNE to MCWRF on each and every SUBLICENSE ROYALTY payment received by LICENSEE from its Sublicensees on sales of Licensed Product by SublicenseeProduct(s) delivered to any third party solely for evaluation, demonstration, or the higher of (i) fifty percent (50%) of the royalties received by LICENSEE; or (ii) royalties based on the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee;like.
(e) beginning the calendar year of the Effective Date if the total earned All royalties paid due hereunder by LICENSEE under Paragraphs 3.1(b) and (d) INTERMUNE to UNIVERSITY in any such year cumulatively amounts to less than the amount specified herein for each calendar year ("MINIMUM ANNUAL ROYALTY"), LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February 28 following the last quarter of such year of the difference between amount noted above and the total earned royalty paid by LICENSEE for such year under Paragraphs 3.1(b) and (d). 1999 US$ 5,000 2000 US$ 10,000 2001 US$ 20,000 2002 US$ 30,000 2003 US$ 40,000 2004 US$ 50,000 and for each calendar year of the Agreement thereafter
(a) through 3.1(e) above MCWRF shall be paid by LICENSEE pursuant to Paragraph 4.3 MCWRF in United States Dollars. When Licensed Products are sold for monies other than United States Dollars, INTERMUNE shall first determine the earned royalty in the currency of the country in which the Licensed Products were sold and then convert the amount into equivalent United States Dollars, using the exchange rate quoted in the Wall Street Journal on the last business day of the reporting period, as provided for in Article 5.
(f) INTERMUNE shall be delivered by LICENSEE to UNIVERSITY as noted in Paragraph 10.1responsible for all bank transfer charges. [ * ] = 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. 2.
Appears in 1 contract
Fees and Royalties. The parties hereto understand that (a) In consideration of the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations for the license License granted herein to LICENSEE under Technologyherein, and Patent Rights. LICENSEE INTERMUNE shall pay UNIVERSITYto MCWRF:
(ai) A LICENSE ISSUE FEE a licensed issue fee in the sum of Forty Fifty Thousand Dollars (US$ 40,000$50,000.00) payable upon execution of this Agreementagreement;
(ii) the sum of [ * ] payable upon [ * ] Licensed Product;
(iii) the sum of [ * ] payable upon [ * ] Licensed Product.
(iv) the sum of [ * ] payable upon [ * ] Licensed Product;
(v) the sum of [ * ] payable upon [ * ] licensed product;
(b) AN EARNED ROYALTY of one and one half percent (1.5%) on Net Sales of Licensed Products by LICENSEE and/or its Affiliate(s);These sums are not advances against earned royalties provided for in Paragraph 4.c.
(c) fifty In consideration of the license granted herein, INTERMUNE shall pay to MCWRF [ * ] percent of net sales for each and every Licensed Product(s) which is sold, irrespective of selling price, given as a promotional item or gift, included with the sale of other equipment, or transferred or caused to be transferred, to any other party by INTERMUNE. Net sales shall mean gross sales lease:
(50%i) trade and/or quantity discounts as are customary in the trade;
(ii) taxes or other governmental charges on the production, sales, transportation, delivery or use of all SUBLICENSE FEES received licensed products;
(iii) transportation charges;
(iv) sales commissions paid to non-affiliated parties; and
(v) amounts repaid or credited by LICENSEE from its Sublicensees that are not earned royalties;reasons of recall or return.
(d) Royalties pursuant to Paragraph 4.c. shall not be due by INTERMUNE to MCWRF on each and every SUBLICENSE ROYALTY payment received by LICENSEE from its Sublicensees on sales of Licensed Product by SublicenseeProduct(s) delivered to any third party solely for evaluation, demonstration, or the higher of (i) fifty percent (50%) of the royalties received by LICENSEE; or (ii) royalties based on the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee;like.
(e) beginning the calendar year of the Effective Date if the total earned All royalties paid due hereunder by LICENSEE under Paragraphs 3.1(b) and (d) INTERMUNE to UNIVERSITY in any such year cumulatively amounts to less than the amount specified herein for each calendar year ("MINIMUM ANNUAL ROYALTY"), LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February 28 following the last quarter of such year of the difference between amount noted above and the total earned royalty paid by LICENSEE for such year under Paragraphs 3.1(b) and (d). 1999 US$ 5,000 2000 US$ 10,000 2001 US$ 20,000 2002 US$ 30,000 2003 US$ 40,000 2004 US$ 50,000 and for each calendar year of the Agreement thereafter
(a) through 3.1(e) above MCWRF shall be paid by LICENSEE pursuant to Paragraph 4.3 MCWRF in United States Dollars. When Licensed Products are sold for monies other than United States Dollars, INTERMUNE shall first determine the earned royalty in the currency of the country in which the Licensed Products were sold and then convert the amount into equivalent United States Dollars, using the exchange rate quoted in the Wall Street Journal on the last business day of the reporting period, as provided for in Article 5.
(f) INTERMUNE shall be delivered by LICENSEE to UNIVERSITY as noted in Paragraph 10.1responsible for all bank transfer charges. [ * ] = 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. 2.
Appears in 1 contract
Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations Licensee shall pay Licensor as compensation for the license and other rights granted herein to LICENSEE under Technology, and Patent Rights. LICENSEE shall pay UNIVERSITYhereby:
(ai) A LICENSE ISSUE FEE During the term described in Section 4.1(iii)(A) below, a royalty payment (the “Royalty”) in an amount equal to [ * ] of Forty Thousand Dollars the greater of (US$ 40,000A) upon execution the cost of this Agreement;
goods sold applicable to the AHPC Formulaid Product, as determined using generally acceptable accounting principals and methodologies reflected on Licensee’s audited annual financial statements and as mutually agreed to by Licensor and Licensee (bthe “Cost of Goods Sold”), or (B) AN EARNED ROYALTY of one and one half percent (1.5%) on Net Sales of Licensed Products by LICENSEE and/or its Affiliate(s);
(c) fifty percent (50%) of all SUBLICENSE FEES the amount received by LICENSEE Licensee or its Affiliates from its Sublicensees that are not earned royalties;
(d) on the sale for value of each and every SUBLICENSE ROYALTY payment AHPC Formulaid Product to Third Parties, which amount received by LICENSEE Licensee or its Affiliates shall not be reduced by taxes assessed on income from such sales but shall not include: normal returns and allowances actually paid or allowed by Licensee or its Sublicensees Affiliates; customary discounts, whether cash or trade; rebates; and sales and other taxes based on the sales of Licensed Product by Sublicensee, the higher of (i) fifty percent (50%) prices of the royalties received AHPC Formulaid Product whether or not absorbed by LICENSEE; Licensee or its Affiliates (the “Sales Price”).
(ii) royalties based During the term described in Section 4.1(iii)(B) below, a Royalty in an amount equal to [ * ] of the greater of (A) the Cost of Goods Sold applicable to the AHPC Formulaid Product, or (B) the Sales Price of each AHPC Formulaid Product to Third Parties.
(iii) (A) As to each country in which the AHPC Formulaid Product is sold or otherwise distributed for consumer use, for a term of ten (10) years after the first commercial introduction of the AHPC Formulaid Product in such country; provided, however, that if a patent is obtained with respect to the Technology or the Martek Product in such country prior to the twenty-fifth (25th) anniversary of the date of first commercial introduction of the AHPC Formulaid Product in. such country, for an additional term beginning on the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee;
(e) beginning the calendar year date of the Effective Date if issuance of such patent and ending on the total earned royalties paid by LICENSEE under Paragraphs 3.1(bearlier of (A) the date of the expiration, lapse or invalidation of such patent and (dB) to UNIVERSITY in any such year cumulatively amounts to less than the amount specified herein for each calendar year twenty-fifth ("MINIMUM ANNUAL ROYALTY"), LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February 28 following the last quarter of such year 25th) anniversary of the difference between amount noted above and the total earned royalty paid by LICENSEE for such year under Paragraphs 3.1(b) and (d). 1999 US$ 5,000 2000 US$ 10,000 2001 US$ 20,000 2002 US$ 30,000 2003 US$ 40,000 2004 US$ 50,000 and for each calendar year date of the Agreement thereafter
(a) through 3.1(e) above shall be paid by LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE to UNIVERSITY as noted first commercial introduction of the AHPC Formulaid Product in Paragraph 10.1such country.
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