Payment of Royalty and Sublicense Fee Obligations Sample Clauses
The 'Payment of Royalty and Sublicense Fee Obligations' clause defines the requirement for a party, typically a licensee, to pay royalties and any applicable sublicense fees to the licensor as specified in the agreement. This clause outlines the timing, calculation, and method of payment for these financial obligations, and may address how payments are to be reported and what happens in the event of late or missed payments. Its core function is to ensure that the licensor receives appropriate compensation for the use or further licensing of their intellectual property, thereby providing financial clarity and reducing the risk of disputes over payment terms.
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Payment of Royalty and Sublicense Fee Obligations. The royalty obligation under Section 5.4 shall accrue upon the sales of a Licensed Product in each particular country in the Territory, commencing upon [***], and such obligation shall end upon the expiration of the Royalty Term applicable to such Licensed Product in such country. All such royalty payments are .non-refundable and non-creditable and shall be due within [***] of the end of each calendar quarter and are payable in immediately available funds. The Sublicense Fees owed under Section 5.6 shall be paid, with respect to particular Sublicense Revenue received by MirnaRx., within [***] of MirnaRx’s receipt of the applicable revenues, and are payable in immediately available funds. MirnaRx shall notify Marina Bio in writing promptly upon the first commercial sale of Licensed Product in each country and thereafter MirnaRx shall furnish Marina Bio with a written report (the “Royalties Report”) for each completed [***] showing, on a country-by-country basis, according to the volume of units of Licensed Product sold in each such country (by SKU) during the reporting period (whether Product is sold by MirnaRx or its Affiliates or Sublicensees): (a) the gross invoiced sales of the Product sold in each country during the reporting period, and the amounts deducted therefrom to determine Net Sales from such gross invoiced sales; (b) the royalties payable in dollars, if any, which shall have accrued hereunder based upon Net Revenues from sales of Product; and (c) the withholding taxes, if any, required by Applicable Law to be deducted in respect of such sales (provided that, as to sales by Sublicensees, MirnaRx shall report only the net sales numbers (using the definition for such term in the applicable sublicense agreement) as reported by the Sublicensee, if such Sublicensee does not report gross invoiced sales numbers). With respect to sales of Licensed Product invoiced in US dollars, the gross invoiced sales, Net Revenues and royalties payable shall be expressed in the Royalties Report in US Dollars. With respect to sales of Licensed Product invoiced in a currency other than US dollars, the gross invoiced sales, Net Sales and royalties payable shall be expressed in the Royalties Report in the domestic currency of the party making the sale as well as in the US dollar equivalent of the Royalty payable and the exchange rate used in determining the amount of US dollars. The US dollar equivalent shall be calculated on a calendar-month basis using the average mon...