License Consideration Clause Samples
The License Consideration clause defines the payment or other value exchanged in return for the granting of a license. Typically, this clause specifies the amount, timing, and method of payment—such as a one-time fee, ongoing royalties, or other compensation—that the licensee must provide to the licensor for the right to use certain intellectual property. By clearly outlining the financial or material terms of the license, this clause ensures both parties understand their obligations and helps prevent disputes over compensation.
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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. 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. (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. In consideration of the licenses and rights granted herein, Orchid:
(a) has previously issued to ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ or to ▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇ royalties for Products and Services as set forth in Section 3.4 and 3.5.
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. 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. 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. 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:
7.1. An irrevocable, non-creditable, and non-refundable License fee in the amount of fifty thousand US Dollars (US$50,000), to be paid within thirty (30) days of the Effective Date.
7.2. Royalties at the following rates: three percent (3%) of Net Sales for annual Net Sales of Products up to US$500M; and five percent (5%) of Net Sales for annual Net Sales of Products above US$500M (the “Royalties”).
7.2.1. Notwithstanding the foregoing the following provisions shall apply with respect to reductions in the Royalties payments (the “Reductions”):
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 Fifteen Thousand Dollars ($15,000) 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) Five Thousand Dollars ($5,000) due on the first anniversary of the Effective Date through the fifth anniversary of the Effective Date;
(ii) Ten Thousand Dollars ($10,000) due on the sixth anniversary of the Effective Date and the seventh anniversary of the Effective Date; and
(iii) Twenty-five Thousand Dollars ($25,000) due on the eight anniversary of the Effective Date and annually thereafter until First Commercial Sale.
(a) is not achieved prior to the tenth anniversary of the Effective Date of this Agreement, the annual maintenance fee schedule pursuant to this Section 4.1(b) shall be increased to Fifty Thousand Dollars ($50,000) due on the tenth anniversary of the Effective Date and annually thereafter until First Commercial Sale.
(c) Royalties in an amount equal to two and one half percent (2.5%) of Net Sales due each calendar quarter. In the event that Licensee is required to license intellectual property rights owned by a third party to make, use, or sell Licensed Technology in the Field or practice the Patent Rights in the 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 this Section 4.1(c) provided that in no event shall the effective royalty rate applicable to Net Sales in the Field be less than one and twenty five hundredths percent (1.25%),
(d) Four separate Milestone payments, which shall be non-refundable and non- creditable against royalties, as follows:
(i) Fifty Thousand Dollars ($50,000) due upon the dosing of the first patient in a clinical trial under an IND or foreign equivalent on the Licensed Technology;
(ii) Five Hundred Thousand Dollars ($500,000) due upon dosing of the first patient in a Phase III or foreign equivalent clinical trial using Licensed Technology; and