License Consideration. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other monetary consideration as follows:
(a) Initial license fee, nonrefundable and noncreditable against royalties, of [***] Dollars ($[***]) due immediately and payable within ten (10) business days from the Effective Date of this Agreement;
(b) Royalties in an amount equal to [***] Percent ([***]%) of NET SALES of the LICENSED TECHNOLOGY per calendar quarter and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarter;
(c) A share of NON-ROYALTY SUBLICENSE INCOME of [***] Percent ([***]%). *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
4.2 In the event that it should prove necessary for LICENSEE to license intellectual property rights owned by a third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the patent or other intellectual property rights of such third party, then LICENSEE shall be entitled to a credit of such third party royalties against royalties due to UNIVERSITY under Section 4.1(b) provided that (i) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD be less than [***] percent ([***]%) and (ii) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [***] percent ([***]%).
4.3 All payments pursuant to this Agreement may be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation fees) in United States dollars without deduction or exchange, collection or other charges and directed to the address or, in the case of wire transfer, to the bank, set forth in Article 11. Royalty payments pursuant to Section 4.1(b) hereof shall be due within sixty (60) days after each March 31, June 30, September 30 and December 31. NON-ROYALTY SUBLICENSE INCOME payments pursuant to Section 4.1(c) hereof shall be paid within thirty (30) days after receipt of payment by LICENSEE from sublicense. Payments under Section 4.1(b) are payable on a country by country basis only in...
License Consideration. (a) The Lead Institution will have the responsibility, obligation and authority to receive and collect the License Consideration payable under the License Agreement, and perform such audits under the License Agreement as the Lead Institution deems appropriate. The Lead Institution will keep the Other Institution(s) informed as to all receipts of the License Consideration in accordance with Section 5.2. The Lead Institution will keep the Other Institution(s) reasonably informed of any material delinquencies, deficiencies or defaults by the Licensee in performing the License Agreement.
(b) The Lead Institution will deduct from the License Consideration and retain for itself or reimburse the Other Institution(s) the following amounts: first, the Patent Expenses (which will be distributed to the Parties in proportion to the Patent Expenses actually paid by each Party and not yet reimbursed, including Past Patent Expenses), and second, the Administration Fee, if any. The Net Consideration will be distributed to the Other Institution(s) in accordance with the Share of Net Consideration set forth in the Transaction Terms. Each Party will be responsible for paying out of its Share of Net Consideration any obligations it owes with respect to Third-Party Interests, unless stated otherwise in the Transaction Terms. The Lead Institution may not deduct or retain for itself or reimburse the Other Institution(s) for any costs or expenses other than Patent Expenses, unless otherwise agreed in writing by the Parties.
License Consideration. 4.1 In consideration of the rights, privileges and license granted by University hereunder, Licensee shall pay royalties and other monetary consideration as follows:
(a) Initial license fee, nonrefundable and noncreditable against royalties, of _ ($ ) due immediately and payable within ten (10) business days from the Effective Date of this Agreement;
(b) Annual maintenance fees, non-refundable, non-creditable, and not to be prorated against any other payment or royalties due, in the following amounts until the first Net Sales occur:
(ii) and
(c) Royalties in an amount equal to percent ( %) of Net Sales due immediately and payable each calendar quarter;
(d) Beginning with the first Net Sales, a minimum annual royalty in the amount of $ per calendar year, but only to the extent such minimum royalty is greater than the aggregate annual royalty computed in accordance with Section 4.1(c) above; and Sample
(e) A share of Non-Royalty Sublicense Income of percent ( %).
4.2 All payments pursuant to this Agreement shall be made by check or by wire transfer in United States Dollars without deduction or exchange, collection or other charges and directed to the address, or in the case of wire transfer, to the bank set forth in Article 11. Annual maintenance fees pursuant to Section 4.1(b) hereof shall be paid on the anniversary of the Effective Date of the calendar year in which they are due. Royalty payments pursuant to Section 4.1(c) hereof shall be paid within thirty (30) days after each March 31, June 30, September 30 and December 31. Minimum annual royalties pursuant to Section 4.1(d) shall be due December 31 and paid by January 30 following the calendar year in which they are due. Non-Royalty Sublicense Income payments pursuant to Section 4.1(e) hereof shall by paid within thirty (30) days after receipt of payment by Licensee from sublicense.
4.3 Taxes imposed by any foreign governmental agency on any payment to be made to University by Licensee shall be paid by Licensee without deduction from any payment due to University hereunder.
4.4 The balance of any payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, calculated from the due date until payment is received at the rate of eight percent (8%) per annum. Payment of such interest by Licensee shall not negate or waive the right of University to seek any other remedy, legal or equitable, to which it may be entitled because of the ...
License Consideration. In consideration for the grant of the License, the Company shall pay Yissum the following consideration during the term of the License as set forth in Section 4 above:
License Consideration. Upon the acquisition of Thelio-Pulse and Nanoblate by Licensee, Licensee shall pay the License Consideration to Licensor. Licensor’s sole remedy for Licensee’s default in its obligation to pay the License Consideration when due shall be to terminate this Agreement in accordance with Section 2.2 hereof, without further consideration or damages; provided, however, that such limitation shall not apply to other breaches of this Agreement by Licensee prior to the payment of the License Consideration.
License Consideration. 3.1. Immediately following the Effective Date, Licensee shall be issued with 200,000 Ordinary Shares of Licensee, par value NIS 0.01 per share (the "Ordinary Shares"), at a price per share equal to NIS 0.5 (the "Upfront Payment"). The value of the Upfront Payment shall be NIS 100,000, and shall be set off against the Royalty Payments detailed under Section 3.3.
License Consideration. 4.1 In consideration of the rights, privileges and license granted by University hereunder, Licensee shall pay to University royalties and other monetary consideration as follows:
License Consideration. In consideration of the licenses and rights granted herein, Orchid:
(a) has previously issued to Xxxxxxx an aggregate of 79,300 shares of Common Stock, par value $.001, of Orchid, subject to the terms and conditions set forth in the Shareholder Common Stock Purchase Agreement dated August 30, 1995 and 670,000 shares of Series A Convertible Preferred Stock, par value $.001, of Orchid, subject to the terms and conditions set forth in the Series A Convertible Preferred Stock Purchase Agreement dated August 30, 1995;
(b) shall issue to Xxxxxxx or to Xxxxxxx'x designated employees Eighty Two Thousand Five Hundred (82,500) shares of Common Stock, par value $.001, of Orchid and One Hundred Sixty Seven Thousand Five Hundred (167,500) shares of Series A Convertible Preferred Stock, par value $0.001, of Orchid in consideration of the license granted hereunder in the In-vitro Diagnostic Field; and
(c) shall pay Xxxxxxx royalties for Products and Services as set forth in Section 3.4 and 3.5.
License Consideration. Section 2.1 In consideration for the grant of the License by the Licensor, Licensee shall issue Licensor an aggregate of 10,000,000 restricted shares of Licensee's common stock, par value $0.0001 per share ("Shares"), valued for the purposes of this License Agreement at a price of $0.70 per Share ("Valuation Price").
Section 2.2 The Parties acknowledge and agree that the aggregate consideration payable for the License is US$7,000,000 (the "License Consideration"). In the event that the value of the Shares, based upon the average of the closing bid and ask price of the Shares on the OTCQB during the thirty (30) trading days prior to the 1st anniversary of this License Agreement, shall be less than the Valuation Price, and shall remain below the Valuation Price for ten (10) additional trading days, the Parties agree: (i) to renegotiate the terms of this License Agreement and the grant of License hereunder; and/or (ii) Licensee shall issue additional restricted Shares so that the Shares initially issued pursuant to this License Agreement, together with the additional Shares issued following the 1st anniversary of this License Agreement, shall equal the License Consideration.
License Consideration. 4.1 In consideration of the rights, privileges and license granted by University hereunder, Licensee shall pay royalties and other monetary consideration as follows:
(a) Initial license fee, nonrefundable and noncreditable against royalties, of Fifty Thousand Dollars ($50,000) due immediately and payable within ten (10) business days from the Effective Date of this Agreement;
(b) Annual maintenance fees, non-refundable, non-creditable, and not to be prorated against any other payment or royalties due, in the following amounts until the first Net Sales occur:
(i) [***] due on the [***] anniversary of the Effective Date through the [***] anniversary of the Effective Date; and
(ii) [***] due on the [***] anniversary of The Effective Date and annually thereafter until the anniversary prior to the year of the First Commercial Sale.
(c) Royalties payable in an amount equal to [***] of Net Sales due immediately and payable each calendar quarter. Royalties shall be payable on a country-by-country and product-by-product or service-by-service basis within the Licensed Technology, commencing with the first commercial sale of such product or service in such country and ending on the expiration of the last to survive Valid Claim within the Patent Rights covering the sale of such product or service in such country. [***]. In the event that Licensee has deemed it necessary to obtain a license from a non-Affiliate third party under any patent or other intellectual property rights and is obligated to pay a royalty to such non-Affiliate third party or parties with respect to any Licensed Technology, then Licensee shall have the right to reduce the applicable royalty rate payable to the University by subtracting (a) royalty rate which Licensee pays to such unaffiliated third party or parties for such patent or other intellectual property rights from (b) the royalty rate which would otherwise have been applicable had no such license(s) from such unaffiliated third party or parties been required; provided, however, that in no event shall the effective royalty rate in a calendar quarter payable to University hereunder be less than [***] of the Net Sales of Licensed Technology in such calendar quarter.
(d) [***] separate Milestone payments, which shall be non-refundable and non-creditable against royalties, as follows: [***]. For the avoidance of doubt, the [***] separate milestone payments set forth in Section 4.1(d) shall be payable only one-time and made only once regardless ...
