License Fees If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof.
(17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:
Sublicense Fees In partial consideration of the License and subject to Sections 3.7 and 3.8, Company will pay to Penn:
(i) [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of sublicensing royalties actually received by Company and its Affiliates in consideration of sublicenses of the License for Licensed Products Sold by sublicensees for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Penn Patent Rights that is licensed to Company under the License, provided that, such amounts payable to Penn with respect to such sublicensing royalties for such Sales of such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales of such Licensed Products made by sublicensees (as such Net Sales definition is applied to sublicensees, and applying Section 3.8 to such sublicensees’ Net Sales); and
(ii) [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all other sublicensing fees and payments and other consideration actually received by Company in consideration of sublicenses under the License granted by Company or its Affiliates, excluding for this clause (ii) (1) sublicensing royalties addressed by clause (i) above, (2) equity investments to the extent not in excess of fair market value made by sublicensees in Company or its Affiliates, (3) payments by sublicensees to Company or Affiliates for payment or reimbursement of patent prosecution, defense, enforcement and maintenance and/or other related expenses, and (4) payments by sublicensees to Company or its Affiliates for future research, development or commercialization activities (including pre-clinical or clinical studies) undertaken by or for Company or its Affiliates (including payments for FTEs), and further provided that if Company pays to Penn a milestone payment under Section 3.2 for achieving a milestone for which Company receives from a sublicensee a payment for achieving the same milestone subject to this Section 3.5(ii), then the amount of the Company’s payment to Penn under Section 3.2 shall be deducted from such sublicensee’s payment for purposes of this Section 3.5(ii) and shall not be subject to such [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) share.
License Fees and Royalties Consistent with the applicable U.S. DOT Common Rules, the Recipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Underlying Agreement are program income, and must be used in compliance with federal applicable requirements.
License Maintenance Fees Licensee will pay license fees in the amounts set forth in Sections 3.1(d) of the Patent & Technology License Agreement in accordance with the stated schedule.
License Fee The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.
Royalties This agreement entitles the author to no royalties or other fees. To such extent as legally permissible, the author waives his or her right to collect royalties relative to the article in respect of any use of the article by the Journal Owner or its sublicensee.
Licence Fees 4.1 In consideration of the licences and authorisations granted under this Agreement, the Licensee will pay to ICE the Licence Fees for the Term in advance, in Euro.
4.2 The Licence Fees shall be payable online by debit/credit card via ICE’s designated payment provider, Stripe Payments Europe Ltd and its affiliates (please see ICE’s Privacy Policy for further information). For the avoidance of doubt, this Agreement shall not come into force until the Licensee has paid the Licence Fees.
4.3 The Licence Fees are non-refundable and recoupable against the usage limit(s) and revenue cap(s) set out in the Cover Sheet during the Term. For the purposes of calculating recoupment, each Stream / Download / Subscriber Month on a Licensed Service in a Tier 2 country will count as 0.5, while each Stream / Download / Subscriber Month in a Tier 1 country will count as 1.
4.4 Where it is necessary for the Licensee to exchange the currency of an amount into Euro for the purpose of the revenue cap(s) in the Cover Sheet or the sum set out in clause 4.8, the exchange rate used will be the average exchange rate for the Term as published in the European Central Bank Monthly statistics bulletin.
4.5 The Licensee may at any time during the Term purchase a licence for additional Licensed Services online via ICE’s website. The licence for the additional Licensed Services purchased shall commence once the Licence Fees have been paid for such additional Licensed Services.
4.6 The Licensee shall notify ICE immediately if the maximum usage limits in Band 16 in any one Licensed Service are exceeded. If the maximum usage limits are exceeded, this Agreement shall terminate, and the Licensee shall contact ICE to discuss the appropriate licence applicable to the Licensee.
4.7 The Licensee shall notify ICE immediately (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) if the Licensee’s usage of any of the Licensed Services exceeds the limits stated in the Cover Sheet, so that the amount the Licensee pays as Licence Fees may be adjusted accordingly.
4.8 The Licensee shall notify ICE if the Gross Revenue from the Licensed Service(s) exceeds the sum of EUR 500,000 (or such other threshold sum for the ICE Direct Licence scheme as may be published on ICE’s website (xxx.xxxxxxxxxxx.xxx) from time to time at the Rights Holders’ and ICE’s discretion) (excluding the applicable Sales Tax) per annum. In such circumstances, this Agreement shall terminate, and the Licensee shall contact ICE to discuss the appropriate licence applicable to the Licensee.
4.9 The Licence Fees set out in this Agreement are combined fees for the licensing of the Mechanical Rights and the corresponding Performing Rights for each Repertoire Work and any other rights that are expressly granted to the Licensee hereunder, including (in accordance with established industry practice) for shares in Musical Works that are under copyright control or unmatched works (or a portion thereof) used on the Licensed Services, applying a consistent approach to ICE’s other licensees that operate services similar to those of the Licensee in the applicable period.
4.10 The Rights Holders confirm and warrant that ICE is authorised to receive all payments under this Agreement on behalf of the Rights Holders. Accordingly, the Licensee will pay to ICE Licence Fees and any other payments falling due under this Agreement in consideration of the licences and authorisations granted under this Agreement.
4.11 The Licensee will pay its own bank charges on transfers of sums payable to ICE.
4.12 All licence fees and payments referred to in this Agreement are subject to any applicable Sales Tax, which the Licensee will pay to ICE at the rate or rates from time to time in force on any sums payable under this Agreement.
License Maintenance Fee Beginning and each thereafter, ***** will pay Stanford a yearly license maintenance fee of $ . Yearly maintenance payments are nonrefundable.
Milestone Fees Licensee will pay Milestone Fees indicated in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly Payment Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(b) of the Patent & Technology License Agreement are achieved.
Milestone Payments (a) In partial consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of the applicable milestone event set forth in the table below, such payments to be in the listed amounts for the applicable Milestone Event:
(i) For each Licensed Product: [***] [***]
(ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications:
(1) [***] [***]
(b) For clarity, each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) [***] will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below.
(c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] 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. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing.
1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***].
1.8. Section 5.4 shall be amended and restated in its entirety with the following:
