Payments and Reports Sample Clauses
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Payments and Reports. 5.1 In consideration of rights granted by BOARD to IMMUNICON under this AGREEMENT, IMMUNICON will pay BOARD the following:
(a) A non-refundable annual license maintenance royalty in the amount of $25,000 is due within 30 days of the later of the third anniversary of the EFFECTIVE DATE of this AGREEMENT, or the termination date of the SPONSORED RESEARCH AGREEMENT, if, by mutual consent, the term of the SPONSORED RESEARCH AGREEMENT is extended beyond the three year term set forth in Section 2.2 of Exhibit "A"; and
(b) A running royalty equal to [**]% of NET SALES for LICENSED PRODUCTS; and
(c) Reimbursement of previously incurred patent expenses, not to exceed $15,000, due within thirty days of the EFFECTIVE DATE.
5.2 In the event that IMMUNICON pays a royalty to a third party for use of patented rights or technology rights necessary to materially enable the function of any LICENSED PRODUCT, IMMUNICON shall be entitled to a credit against royalties otherwise due BOARD hereunder for the actual amount of all such royalties paid to such third party or parties; provided, however, that that the portion of such credit taken in any royalty period hereunder shall not exceed a total amount in such period that would result in BOARD receiving a payment for such period equaling a royalty of less than [**]% of NET SALES for such period.
5.3 During the Term of this AGREEMENT and for 1 year thereafter, IMMUNICON agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES of LICENSED PRODUCTS under the license granted in this AGREEMENT in sufficient detail to enable the royalties payable hereunder to be determined. IMMUNICON agrees to permit BOARD or its representatives, at BOARD'S expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT, provided that no more than one examination may be conducted during any calendar year, and any such examination will occur only after at least ten business days prior written notice. If the amounts due to BOARD are determined to have been underpaid by more than 5%, IMMUNICON will pay the cost of the examination and accrued interest at the prime rate in effect at The Chase Manhattan Corporation plus one percent, unless such interest rate is greater than the highest allowable rate by law, in which case the interest rate shall be the highest allowable rate by law. If the amoun...
Payments and Reports. All payments and reports due hereunder shall be made on or before the day such payments and reports are due. Nothing in this paragraph shall be construed to extend the expiration of the primary term hereof. Oil royalty payments and supporting documents shall be submitted prior to the last day of the month following each month's sale of production, and gas royalty payments and supporting documents shall be submitted prior to the last day of the second month following each month's sale of production. All payments shall be made by cash, check, certified check, or money order. Payment having restrictions, qualifications, or encumbrances of any kind whatsoever shall not be accepted by Lessor. A penalty for a late payment shall be charged as set forth in the PENALTIES paragraph herein.
Payments and Reports. 6.1 Commencing with Immunosyn’s first commercial sale of SF-1019 (“First Commercial Sale”) and continuing thereafter, Immunosyn shall submit to Argyll Biotech monthly statements which shall set forth the amount of its gross sales of SF-1019 and the calculation of Royalty Fees due on such gross sales for such month (the “Royalty Reports”). For the purpose of this Agreement, any compassionate use of SF-1019 in any country shall not be construed as commercial sale as used herein.
6.2 Immunosyn shall submit its Royalty Reports on the fifth business day following the close of such month (closed in accordance with Immunosyn’s then standard practices) with sufficient detail to enable Argyll Biotech to determine the facts relied upon by Immunosyn in calculating the Royalty Fee.
6.3 Immunosyn shall make all payments required under this Agreement in U.S. Dollars. Whenever conversion of payments from any foreign currency shall be required, such conversion shall be at the rate of exchange used by Immunosyn for its own financial reporting purposes at such time without taking into account the effect of any hedging transactions by Immunosyn or its Affiliates.
6.4 Immunosyn shall keep complete and accurate records pertaining to the sale of SF-1019. Immunosyn shall permit an independent, certified public accountant appointed by Argyll Biotech and reasonably acceptable to Immunosyn, at reasonable times and upon reasonable notice but not more often than two times each calendar year, to examine such records as may be necessary to determine the correctness of any report or payment made under this Agreement, to determine the consistency of actual expenditures versus the budgeted expenditures set forth in any clinical budget and/or any marketing budget, as the case may be, or obtain information as to the determination of aggregate net sales, operating profit or loss, development costs, distribution costs, sales costs, marketing costs, general and administrative costs and other operating income/expense. Results of any such examination shall be made available to all Parties except that said independent, certified public accountant shall verify to Argyll Biotech such amounts and shall disclose no other information revealed in such audit.
6.5 Immunosyn shall bear the full cost of the performance of any audit requested by Argyll Biotech except as hereinafter set forth. If, as a result of any inspection of the books and records Immunosyn, it is shown that payments made by Immunosyn to...
Payments and Reports a. TTL will report to Assignor, all Royalty for each calendar quarter of the Assignment Term during the first month of the next ensuing calendar quarter and may include with each such report full payment of royalty due for (and reported for) the preceding quarter's operations.
b. Quarterly and annual royalty reports will be signed and be certified as accurate and complete by an authorized officer of TTL.
c. TTL will keep accurate and complete records of all business done pursuant to this Agreement and will make such records available to Assignor, no more than two (2) persons at once-for inspection during regular business hours, upon at least three (3) business days' advance notice, to determine Royalties accrued and paid or unpaid, and any other information due hereunder.
d. The Assignor may cause an audit to be made of the applicable records in order to verify statement for Royalties made hereunder. Any audits shall be conducted by an independent certified public accountant, acceptable to both parties, and shall be conducted during regular business hours at TTL's offices.
e. The Assignor shall bear the expenses of any such audit unless such audit reveals that the Royalties paid by TTL under this Agreement for the Period subject to the audit are less than ninety-five percent (95%) of the amount owed by TTL for such period. In such event, the costs of the audit shall be borne by TTL, in addition and without limitation to any right of remedy Assignor may have, TTL agrees to pay the balance of such royalties due the Assignor within forty-five (45) days after written notice is delivered of TTL's understatement of Royalties due. Furthermore, TTL shall pay interest on all understated Royalties at a rate of 1.5% per month or lesser amount as mandated by law, computed from the day on which said Royalties were due and owing to the Assignor.
f. Refusal by TTL to report or to pay Royalty, or to maintain or make available records of business done hereunder, will forfeit TTL's good standing under this Agreement, if not remedied within forty-five (45) days.
Payments and Reports. 5.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay MDA the following:
(a) [***] ([***]%) of NET SALES attributed to SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES; and
(b) For any advance payment received by LICENSEE from a third party pursuant to a sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by LICENSEE: one and one half percent (1.5%) of said advance payment.
(c) LICENSEE will not be obligated to pay MDA any portion of any advanced payment received by LICENSEE from a third party that is not creditable against future running royalties to be received by LICENSEE.
(d) If LICENSEE desires to fund sponsored research, and particularly where LICENSEE receives R&D money in lieu of or in addition to royalty revenues pursuant to a sublicense, LICENSEE shall give good faith consideration to funding such proposals at MDA. *** 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
5.2 In the event that more than one patent within the PATENT RIGHTS is applicable to any LICENSED PRODUCT subject to royalties under this Article V, then only one royalty shall be paid to MDA in respect of such quantity of the LICENSED PRODUCTS and in any event no more than one royalty will be payable hereunder with respect to any particular LICENSED PRODUCT unit. In addition:
(a) No royalty shall be payable under Paragraph 5.1 above with respect to the SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or with respect to any fees or other payments paid between or among LICENSEE and AFFILIATES; nor shall a royalty be payable under Paragraph 5.1 with respect to SALES of LICENSED PRODUCTS for use in clinical trials or as samples.
(b) In the event that a LICENSED PRODUCT is sold in combination as a single product, or in a kit, with another product or component and no royalty would be due hereunder on the sale of such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts due under this Article V shall be as reas...
Payments and Reports. 4.1 EP shall pay Licensor earned royalties on a quarterly basis. Such earned royalties will be equal to twenty percent (20 %) of the net revenue collected for inclusion of Content from the Publications on Products sold.
4.2 EP shall make payments due to Licensor pursuant to this Agreement within ninety (90) days after the last day of the calendar quarter in which use of the Content of the Publications in the Products commenced.
4.3 For Products in which only citation and abstract information from Licensor are included, and no text or image of the article is included, no royalty will be earned by Licensor.
4.4 If applicable, EP shall deduct and withhold from the gross amount of all payments to Licensor any amounts required by law to deduct or withhold. If such deduction or withholding is required, EP shall remit any amounts so deducted or withheld to the appropriate governmental authority within the required time, and shall provide Licensor with evidence of such remittance and deliver an appropriate document with respect to withheld taxes to support a claim for any tax credit to which the party may be entitled under any applicable laws. All such deduction/withholdings shall be at statutory rate, unless the payee provides the payor with properly completed and executed documentation as prescribed by applicable law permitting payments to be made without withholding or at a reduced rate pursuant to a relevant tax treaty.
Payments and Reports. Lead Institution will calculate the allocation of License Consideration in accordance with the terms of this Agreement and furnish to the Other Institution(s) a written report of receipts and calculations and deliver the Net Consideration due to the Other Institution(s), if any, with the report. Such reports and distributions will be provided with the same frequency that Lead Institution distributes revenue to its inventors, but no less frequently than once per year. Lead Institution will provide the Other Institution(s) copies of reports, sublicense agreements and other material documents received from Licensees.
Payments and Reports. 5.1 In consideration of rights granted by Board to Licensee under this Agreement, Licensee will pay Board the following: A nonrefundable license documentation fee in the amount of $___________, due and payable when this Agreement is executed by Licensee; An annual license reissue fee in the amount of $______________, due and payable on each anniversary of the Effective Date beginning on the first anniversary; A running royalty equal to __% of Net Sales for Licensed Products sold by Licensee and protected by a valid claim included within Patent Rights ** OR (Choose One)** a running royalty equal to ___ % of Net Sales for Licensed Products Sold by Licensee and covered by Technology Rights; and A minimum yearly royalty of $_________ beginning 1 year after approval of the first Sale or offer for Sale of a Licensed Product by the Food and Drug Administration or a comparable foreign regulatory authority.
5.2 In consideration of rights granted by Board to Licensee under this Agreement, Licensee further agrees to pay Board the following after the execution of a sublicense hereunder: Within 30 days after the execution of the sublicense, a sublicense fee of ___% of any up-front cash payment made to Licensee in consideration of the sublicense, excluding funds paid to Licensee for research and development purposes, or $_______________ , whichever is more; Within 30 days after the execution of the sublicense, a sublicense fee constituting a cash payment equal to 10% of any non-cash consideration received by Licensee from a sublicensee, such consideration to include, without limitation, equity in other companies or equity investments in Licensee. The value of an equity investment will be calculated as the average market value of the class of stock involved for 5 consecutive days preceding the execution of the sublicense agreement. In cases where the sublicense agreement calls for payment to Licensee of a premium over the market value, Board will also share 10% of the premium paid to Licensee; and One half of the gross revenue royalty payments received on Net Sales of Licensed Products received by Licensee from any sublicensee.
5.3 During the Term of this Agreement and for 1 year thereafter, Licensee agrees to keep complete and accurate records of its and its sublicensees’ Sales and Net Sales of Licensed Products under the license granted in this Agreement in sufficient detail to enable the royalties payable hereunder to be determined. Licensee agrees to permit Board or ...
Payments and Reports. 6.1 Beginning with the first fiscal quarter following the first determination under Article 5 of this Agreement that a Royalty-Bearing Stent exists, within sixty (60) days of the close of each fiscal quarter of BSC, BSC shall deliver a written report to Medinol specifying the applicable royalty rate revenue base for such Royalty-Bearing Stent for such quarter, accompanied by payment of the applicable royalty thereon (and any interest thereon pursuant to Section 5.11). With respect to any Royalty-Bearing Stent, the first such report shall include a statement as to the cumulative applicable royalty rate revenue base for such Royalty-Bearing Stent from the first commercial sale thereof through the beginning of such first fiscal quarter, accompanied by payment of the applicable royalty thereon (and any interest thereon pursuant to Section 5.11).
6.2 This reporting obligation shall cease after the last royalty payment for a Royalty-Bearing Stent due under this Agreement has been paid.
6.3 Payments shall be made in United States currency and shall be calculated, with respect to foreign currency exchange calculations, in a manner substantially similar to the methodologies utilized by the BSC Companies for their other foreign currency exchange calculations during the relevant reporting period. In addition to any interest pursuant to Section 5.11, if BSC fails to pay royalties when due as provided in Section 6.1, any such overdue amount shall bear interest at the rate of 10% per annum, compounding annually, from the due date of such payment to the actual date of payment.
6.4 With respect to the royalty and reporting set forth in this Article 6, the BSC Companies and their Affiliates shall keep accurate records with respect to all Royalty-Bearing Stents. These records shall be retained until the later to occur of (i) the third anniversary of delivery to Medinol of the report under Section 6.1 for the period to which they relate and (ii) three (3) months following completion of any examination and audit thereof pursuant to the next sentence that is commenced prior to such third anniversary. Medinol shall have the right through a mutually agreed upon independent certified public accountant and at its expense, to examine and audit, not more than once a year, and during normal business hours, all such records and such other records and accounts as may under recognized accounting practices contain information bearing upon the amount of royalty payable to Medinol under th...
Payments and Reports. Licensee agrees that Licensee shall provide within sixty (60) days after the end of each quarter of each calendar year:
(a) payment of amounts due to Licensor pursuant to this Agreement, including, but not limited to, amounts pursuant to Articles IV and VI; and
(b) a report summarizing the information and basis on which such amounts have been calculated.