Minimum Royalty Requirement Sample Clauses

Minimum Royalty Requirement. Commencing with the Contract Year beginning [ * ] if the royalties payable pursuant to Section 4.3 shall be less than the amounts set forth in this Section 4.4, then UCB shall pay such additional royalty amounts to Jazz Pharmaceuticals so that Jazz Pharmaceuticals shall have received aggregate royalty payments with respect to Net Sales of the Products in the Territory equal to the following minimum amounts (reducing the minimum for the Contract Year beginning [ * ] proportionally for the days therein prior to the date of the First Commercial Sale); provided, however that the following minimum royalty amounts shall be adjusted by written agreement of the parties after the Effective Date as appropriate to take into account any royalty rate reductions determined in accordance with Section 4.3(c) and (d): [ * ] [ * ] [ * ] [ * ] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKET 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.
Sample 1Sample 2
AutoNDA by SimpleDocs
Minimum Royalty Requirement. Commencing with the Contract Year in which the First Commercial Sale in a Major European Country occurs, if the royalties payable pursuant to Section 4.2 shall be less than the amounts set forth in this Section 4.3, then Celltech shall pay such additional royalty amounts to Orphan Medical so that Orphan Medical shall have received aggregate royalty payments with respect to Net Sales of the Products in the Territory equal to the following minimum amounts (reducing the minimum for the first year proportionally for the days therein prior to the date of the First Commercial Sale); provided, however that the following minimum royalty amounts shall be adjusted by written agreement of the parties after the Effective Date as appropriate to take into account any royalty rate reductions determined in accordance with Section 4.2(b): Minimum Royalty Payment (£) * * * For the avoidance of doubt, the parties acknowledge and agree that the minimum royalty payment described in this Section 4.3 shall not be payable with respect to any sales made by Celltech on a Named Patient Basis.
Sample 1
Minimum Royalty Requirement. Commencing with the Contract Year in which the First Commercial Sale in a Major European Country occurs, if the royalties payable pursuant to Section 4.2 shall be less than the amounts set forth in this Section 4.3, then Celltech shall pay such additional royalty amounts to Orphan Medical so that Orphan Medical shall have received aggregate royalty payments with respect to Net Sales of the Products in the Territory equal to the following minimum amounts (reducing the minimum for the first year proportionally for the days therein prior to the date of the First Commercial Sale); provided, however that the following minimum royalty amounts shall be adjusted by written agreement of the parties after the Effective Date as appropriate to take into account any royalty rate reductions determined in accordance with Section 4.2(b): Minimum Royalty Payment ((pound)) --------------------------------- Year ** ** ** ---- -- -- -- 1 ** ** ** 2 ** ** ** 3 ** ** ** 4 ** ** ** 5-10 and 11+ ** ** ** For the avoidance of doubt, the parties acknowledge and agree that the minimum royalty payment described in this Section 4.3 shall not be payable with respect to any sales made by Celltech on a Named Patient Basis.
Sample 1
Minimum Royalty Requirement. In consideration for the Licensee granted hereunder, Licensee shall pay to Licensor a minimum royalty (the "Minimum Royalty") of $30.00 US dollars per portable unit priced upwards of $499.00 plus 10% of the gross profit of P.E.R. All portable units priced at $500.00 and above will inure a 15% royalty of the gross profit of P.E.R.
Sample 1
Minimum Royalty Requirement. To maintain its exclusive rights as distributor for Customers in any country in the Territory, CSE must pay Royalties to MagneGas that meet or exceed certain “Minimum Royalty Requirements” per Gasifier, based on gross revenues generated from (i) sales of Product, and (ii) any other revenue generated from employment of a Gasifier purchased by CSE from MagneGas as a Gasifier or recycler in such country in the Territory (for the avoidance of doubt, gross revenue excludes any other benefit generated from the Gasifiers, such as tax credits or cost savings resulting from employment of a Gasifier for CSE’s internal business purposes). The Minimum Royalty Requirements per Gasifier applicable for Mexico and other non-exclusive countries in the Territory are set forth on Exhibit A. Minimum Royalty Requirements for exclusive countries in the Territory other than Mexico shall be negotiated by the parties on a case-by-case basis. In the event that the Royalty paid to MagneGas during any calendar year is less than the Minimum Royalty Requirements amount, at MagneGas' option, CSE shall become a non-exclusive distributor in the applicable country in the Territory. In such case, the restrictions on MagneGas' sales and solicitation of sales of (x) Gasifiers to other Persons, or (y) Products to Customers in the such country in the Territory (whether directly or through sales representatives or distributors or otherwise), shall terminate. For clarification, CSE may fulfill the Minimum Royalty Requirement at any time with a cash payment, notwithstanding that it has not have achieved the required gross revenues.
Sample 1

Related to Minimum Royalty Requirement

  • Minimum Royalty At the beginning of each calendar year during the term of this Agreement, beginning January 1, 2016, Company shall pay to Medical School a minimum royalty of {***}. If the actual royalty payments to Medical School in any calendar year are less than the minimum royalty payment required for that year, Company shall have the right to pay Medical School the difference between the actual royalty payment and the minimum royalty payment in full satisfaction of its obligations under this Section, provided such minimum payment is made to Medical School within sixty (60) days after the conclusion of the calendar year. Waiver of any minimum royalty payment by Medical School shall not be construed as a waiver of any subsequent minimum royalty payment. If Company fails to make any minimum royalty payment within the sixty-day period, such failure shall constitute a material breach of its obligations under this Agreement, and Medical School shall have the right to terminate this Agreement in accordance with Section 8.3.

  • Minimum Royalties If royalties paid to Licensor do not reach the minimum royalty amounts stated in Section 3.3 of the Patent & Technology License Agreement for the specified periods, Licensee will pay Licensor on or before the Quarterly Payment Deadline for the last Contract Quarter in the stated period an additional amount equal to the difference between the stated minimum royalty amount and the actual royalties paid to Licensor.

  • Minimum Annual Royalties Company shall pay to JHU minimum annual royalties as set forth in Exhibit A. These minimum annual royalties shall be due, without invoice from JHU, within thirty (30) days of each anniversary of the EFFECTIVE DATE beginning with the first anniversary. Running royalties and sublicense consideration accrued under Paragraphs 3.3 and 3.4, respectively, and paid to JHU during the one year period preceding an anniversary of the EFFECTIVE DATE shall be credited against the minimum annual royalties due on that anniversary date.

  • Minimum Annual Royalty Beginning in the calendar year after the first occurrence of SALEs, and in each succeeding calendar year thereafter, LICENSEE will pay to REGENTS a minimum annual royalty of [Written amount] U.S. Dollars ($ Number) for the life of this AGREEMENT. This minimum annual royalty will be paid to REGENTS by February 28 of each year and will be credited against the earned royalty due and owing for the calendar year in which the minimum payment is made.

  • Royalty Rate Licensee shall pay to Licensor three percent (3%) of the first $25 million of Revenues received by Licensee or its Affiliates, and two percent (2%) of all additional Revenues received by Licensee or its Affiliates, subject to reductions pursuant to Sections 4.2.2 and 4.2.3.

  • Royalty Payment In partial consideration of the grant of rights to Schering by ICN under this Agreement, Schering shall pay ICN a royalty in the following amount: (a) with respect to sales of Product in the EU, [REDACTED] of Net Sales, [REDACTED], but in no event less than [REDACTED] of Net Sales; and (b) with respect to sales of Product in the Territory, other than in the EU: [REDACTED]; [REDACTED]; and [REDACTED]; provided, however, that in no event shall the royalty on sales of the Product in any country in the Territory (including the EU) be less than [REDACTED] per capsule sold based on a [REDACTED], [REDACTED] per capsule sold based on a [REDACTED], and [REDACTED] sold based on a [REDACTED], such amounts to be proportionately adjusted based on a scale of [REDACTED] for other capsule sizes less than [REDACTED] and based on a scale of [REDACTED] for other capsule sizes in excess of [REDACTED]; provided further, however, that if in any country in the Territory ICN is also marketing the Product, and if at any time ICN's current actual net selling price for the Product is less than [REDACTED] of Schering's current actual net selling price for the Product (based on the same capsule size and comparable terms and conditions, and other than due to increases in price by Schering), then such minimum royalty shall no longer apply to sales of the Product by Schering in such country (and such minimum royalty shall not be reinstated). In the event any third party is also marketing oral ribavirin in any country in the Territory, then Schering shall not be obligated to pay the minimum royalty provided for in this Section 6.2 for that country. [REDACTED] For purposes of this Section 6.2, the current actual net selling price shall be determined on a country-by-country basis, for each calendar quarter, by dividing the Net Sales of capsules of a particular capsule strength by the total number of capsules of the same strength that were sold and sampled in such country during such period. Each Party shall have the right to audit the books and records of the other Party for the purpose of verifying the current actual net selling price, in accordance with the procedures set forth in Section 6.10.

  • Earned Royalties In partial consideration of the License and subject to Sections 3.7 and 3.8, Company will pay to Penn: (i) a graduated royalty as set forth in the table below based upon worldwide annual Net Sales made by Company and its Affiliates (but not sublicensees) of any Designated Compound Sold for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Assigned BMS Patents that is licensed to Company under the License (but no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales made by Company and its Affiliates (but not sublicensees) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty shall be due hereunder on the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) and (ii) above, then the higher rate of clause (i) shall apply. Only one royalty shall be due hereunder on the Sale of a Licensed Product even if the manufacture, use, sale, offer for sale or importation of such Licensed Product infringes more than one Valid Claim of the Penn Patent Rights.

  • Minimum Revenue Borrower and its Subsidiaries shall have Revenue from sales, marketing or distribution of the Product and related services (for each respective measured period, the “Minimum Required Revenue”): (a) during the twenty-four month period beginning on January 1, 2015, of at least $45,000,000; (b) during the twenty-four month period beginning on January 1, 2016, of at least $80,000,000; (c) during the twenty-four month period beginning on January 1, 2017, of at least $110,000,000; and (d) during the twenty-four month period beginning on January 1, 2018, of at least $120,000,000; and (e) during the twenty-four month period beginning on January 1, 2019, of at least $120,000,000.

  • 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.

  • Royalty Payments (1) Royalties shall accrue when Licensed Products are invoiced, or if not invoiced, when delivered to a third party or Affiliate. (2) LICENSEE shall pay earned royalties quarterly on or before February 28, May 31, August 31 and November 30 of each calendar year. Each such payment shall be for earned royalties accrued within LICENSEE’s most recently completed calendar quarter. (3) Royalties earned on sales occurring or under sublicense granted pursuant to this Agreement in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income, except that all payments made by LICENSEE in fulfillment of UNIVERSITY’s tax liability in any particular country may be credited against earned royalties or fees due UNIVERSITY for that country. LICENSEE shall pay all bank charges resulting from the transfer of such royalty payments. (4) If at any time legal restrictions prevent the prompt remittance of part or all royalties by LICENSEE with respect to any country where a Licensed Product is sold or a sublicense is granted pursuant to this Agreement, LICENSEE shall convert the amount owed to UNIVERSITY into US currency and shall pay UNIVERSITY directly from its US sources of fund for as long as the legal restrictions apply. (5) LICENSEE shall not collect royalties from, or cause to be paid on Licensed Products sold to the account of the US Government or any agency thereof as provided for in the license to the US Government. (6) In the event that any patent or patent claim within Patent Rights is held invalid in a final decision by a patent office from which no appeal or additional patent prosecution has been or can be taken, or by a court of competent jurisdiction and last resort and from which no appeal has or can be taken, all obligation to pay royalties based solely on that patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision. LICENSEE shall not, however, be relieved from paying any royalties that accrued before the date of such final decision, that are based on another patent or claim not involved in such final decision, or that are based on the use of Technology.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!