Payments and Royalties. 4.01 SB shall make the following non refundable payment to PTL : two million four hundred thousand pounds sterling (L2,400,000) upon the Effective Date as consideration for the license and rights granted hereunder. In addition SB shall grant to PTL an interest free loan of []* for a duration of up to six (6) months. PTL shall at the expiration of this loan sell SB []* unencumbered ordinary shares of PTG at a price of three pounds and sixty xxxxx (L3.60) per share and SB shall purchase these []* unencumbered ordinary shares of PTG at a price of three pounds and sixty xxxxx (L3.60) per share according to the terms of a Subscription Agreement attached hereto as Schedule C. As also provided for in Schedule C, PTL agrees to undertake its best efforts to obtain the necessary approvals of PTG including PTG's shareholder approval to make available these shares. In addition SB shall purchase to a value of []* unencumbered ordinary shares of PTG at a price of three pounds and sixty xxxxx (L3.60) per share, under the Subscription Agreement attached hereto as Schedule C, such shares to be tradeable only according to the provisions of the Subscription Agreement.
4.02 If SB has not exercised its option after the expiration of the Research Program or the Extended Research Program, as the case may be, pursuant to Section 2.05 above, SB shall immediately pay PTL a lump sum (`Licence Maintenance Fee') of []* and this Agreement shall * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. 9 continue in full force and effect. []* []* []*
4.03 SB shall pay once only the following amounts to PTL upon achievement of the following Milestones: []* * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. []* For the avoidance of doubt, the maximum Milestones payable, assuming all Milestones have been achieved, shall be []* .
Payments and Royalties. 3.1 As an initial non-refundable payment for the licenses and rights herein granted to SHENZHEN HIGH POWER under this Agreement, SHENZHEN HIGH POWER shall pay to OBC the up-front fees, without subtraction or deduction of Chinese withholding taxes, if any, pursuant to the schedule set forth in Appendix II attached hereto.
3.2 In addition to the lump sum payment under Article 3.1 above, SHENZHEN HIGH POWER shall pay to OBC non-refundable running royalties, also pursuant to the schedule set forth in Appendix II hereto, of the Net Selling Price of the Licensed Consumer Hydride Batteries sold or Otherwise Disposed Of by SHENZHEN HIGH POWER and its Affiliates (either directly or through sales representatives or agents) in any country of the world during the period commencing on the Effective Date of this Agreement and ending upon the expiration of the last to expire of the Licensed Patents.
3.3 Notwithstanding that a Licensed Consumer Hydride Battery may be covered by (i) the claims of one or more of the Licensed Patents or (ii) the claims of one or more of the Licensed Patents in one or more countries throughout the world, SHENZHEN HIGH POWER, in connection with the manufacture or sale of the Licensed Consumer Hydride Batteries by SHENZHEN HIGH POWER, its successors or assigns shall be obliged to pay a single royalty hereunder and only on the first sale of such Licensed Consumer Hydride Batteries and not on any subsequent sale or resale thereof and all end-users, distributors, customers, dealers, or suppliers of SHENZHEN HIGH POWER, its successors or assigns of such Licensed Consumer Hydride Batteries shall be licensed to use and/or sell the same.
3.4 All statements submitted and all payments made pursuant to Article 3.1 and Article
3.2 herein shall be stated and made in U.S. legal tender at the selling rate of authorized foreign exchange bankers in various individual countries under the license for transfers to New York in U.S. dollars on the date on which payments are made as required hereunder.
Payments and Royalties. Payments
Payments and Royalties. 6.1 Company agrees to pay to MSU a non-refundable initial fee of One Thousand United States Dollars ($1,000.00) upon the execution of this License Agreement.
(a) Company shall pay to MSU a running royalty of Two and One Half percent (2.5%) of Adjusted Gross Sales. Where a Product or Process is not sold, but is otherwise disposed of, Adjusted Gross Sales for the purpose of computing royalties shall be the Adjusted Gross Sales price at which products or processes of similar kind and quality, sold in similar quantities, are currently being offered for sale by Company. Where such products and processes are not currently being separately offered for sale by Company, Adjusted Gross Sales shall be Company's cost of manufacture, determined by Company's customary accounting procedures, increased by 100 %.
(b) Company shall pay to MSU a running royalty of Two and One Half percent (2.5%) of sublicensee’s Adjusted Gross Sales.
6.3 Beginning in calendar year 2010, Company agrees to pay MSU an annual minimum payment as shown in the table below. Should the actual running royalties paid under Paragraph 6.2 fall short of this minimum amount, Company shall pay MSU the difference when the royalty payment for the last calendar quarter of such calendar year is due in accordance with Paragraph 6.4. Year Minimum Payment 2010-2014 $10,000.00 2015-termination $20,000.00
6.4 Company shall deliver to MSU within thirty (30) days after achieving developmental steps one through four of Article 3.3 the milestone payments as shown in the table below. Development Step Milestone Payment 1 $1,000.00 2 $2,000.00 3 $2,000.00 4 $10,000.00
6.5 Company shall deliver to MSU within thirty (30) days after the end of each calendar quarter:
(a) A written report showing all figures necessary to compute Adjusted Gross Sales and Company’s computation of all remuneration to MSU due under this Agreement for such calendar quarter, accompanied by a check in full payment of the remuneration due. Adjusted Gross Sales shall be segmented in each such report on a country-by-country basis, including the rates of exchange used for conversion to USA Dollars from the currency in which such sales were made.
(b) For any Adjusted Gross Sales which are made in a currency other than U.S. dollars, the amount of such sales shall be converted to U.S. Dollars using the currency exchange rates set forth in The Wall Street Journal on the last day of the calendar quarter.
(c) All payments due shall be made in U.S. dollars witho...
Payments and Royalties. 6.1 RIGEL shall upon the Effective Date:
(a) pay to STANFORD a noncreditable, nonrefundable license issue royalty of __________; and
(b) issue to STANFORD ___________________ Stock pursuant to a stock purchase agreement to be separately executed by the parties.
6.2 Subject to Section 6.6, RIGEL also agrees to pay the following minimum annual royalties to STANFORD within thirty (30) days after the occurrence of each date below: Anniversary of Effective Date Minimum Annual Royalty Due ----------------------------- -------------------------- First and Second _________ Third through Fifth _________ Sixth and Thereafter _________ These minimum annual royalty payments are nonrefundable, but they are creditable against earned royalties due to Stanford pursuant to Section 6.4. In addition, the minimum annual royalties set forth in this Section 6.2 shall be reduced by fifty percent (50%) if STANFORD abandons all patent applications from which Licensed Patents could issue prior to the time that any Licensed Patents issue. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED 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.
6.3 RIGEL also agrees to pay to STANFORD upon the occurrence of the following events, the following amounts: Event Milestones ----- ---------- Earlier of the execution of the first sublicense ____________ by Rigel under the Licensed Technology or 18 months after the Effective Date Earlier of the execution of the second sublicense ____________ by Rigel under the Licensed Technology or 48 months after the Effective Date Earlier of the execution of the third sublicense ____________ by Rigel under the Licensed Technology or 78 months after the Effective Date Execution of any additional sublicenses by Rigel ____________ after payment of all of the foregoing milestones
6.4 RIGEL shall pay to STANFORD earned royalties of ___________ of Net Sales during the Exclusivity Term. Should total earned royalties due on Licensed Products to STANFORD under this Agreement and any other agreement between STANFORD and RIGEL (the "Other Agreements") equal or exceed __________ of Net Sales, STANFORD shall, upon request by RIGEL, meet with RIGEL to discuss an appropriate mechanism, if RIGEL's royalty obligations under this Agreement and the Other Agreements render further development and commercialization of License Products uneconomic. The ...
Payments and Royalties. 3.1 In exchange for the rights conveyed by INVENTOR to FUSION under this Agreement, and except as provided in Section 3.2 herein, FUSION shall pay to INVENTOR:
(i) an warrant issued by GUARANTOR providing rights for a period of five (5) years to acquire up to TWENTY THOUSAND (20,000) shares of common stock of GUARANTOR at an exercise price of $6.50;
(ii) a royalty on all sublicensing fees, payments and royalties ("Fees") received by FUSION with respect to any sublicense of any Affected Products, Affected Processes or Affected Materials to independent third parties equal to fifteen percent (15%) of cumulative Fees;
(iii) a royalty, on sales of Affected Materials equal to five percent (5%) of Net Sales of Affected Materials; and
(iv) a royalty, on sales of Affected Products equal to seven and five-tenths percent (7.5%) of Net Sales of Affected Products. In any sale of an end product by FUSION incorporates Affected Materials or Affected Products, Net Sales of Affected Materials or Affected Products shall be the amount that FUSION would charge to a Third Party for the Affected Materials or Affected Products incorporated into the end product if sold on a stand-alone basis.
3.2 FUSION's obligation to pay under Section 3.1 shall commence on the date hereof and ending on the tenth anniversary of this Agreement; provided, however, that this Agreement shall continue thereafter until expiration of the Licensed Patents in any and all countries (unless this Agreement is terminated sooner as provided herein).
3.3 The Affected Materials or Affected Products shall be considered sold when FUSION receives payment from its customer or sublicensee. Suitable adjustments may be made to sales records when the Affected Materials or Affected Products are returned and credit is given to the customer.
3.4 FUSION shall produce a report ("Royalty Report") setting forth in reasonable detail the calculation of the royalties payable to INVENTOR for each Quarterly Period.
3.5 FUSION shall deliver to INVENTOR on or before the last day of each month following the end of each Quarterly Period in which the Affected Materials or Affected Products are sold or sublicensed, a Royalty Report for such Quarterly Period. Such Royalty Report shall be treated as confidential information of FUSION subject to Section 9 of this Agreement.
3.6 Royalty payments due hereunder shall be paid and delivered to INVENTOR on or before the last day of each month following the end of each Quarterly Period.
3.7 Royalt...
Payments and Royalties. 17
7.1 Research Reimbursement Payments to Gene Logic............... 17 7.2 Research Support............................................ 18 7.3
Payments and Royalties. Section 1. In consideration for the exclusive license granted herein, GUIDANT shall:
A. Pay to XXXXXXXX during the term of this Exclusive License Agreement as follows:
(i) three percent (3%) of the Net Sales, Rental or Lease received by GUIDANT for Implantable Defibrillators, their parts and components sold by GUIDANT.
(ii) three percent (3%) of the Net Sales, Rental or Lease received by GUIDANT for lead devices even though not covered under patent rights if the lead devices are sold by GUIDANT with an Implantable Defibrillator.
(iii) four percent (4%) of the Net Sales, Rental or Lease received by GUIDANT for any other device sold by GUIDANT with an Implantable Defibrillator, and for use with the Implantable Defibrillator during the implant procedure, even though not covered under Patent Rights, including, without limitation, Rapido dual catheters but excluding devices subject to Article III, Section 1, Subparagraph A(ii).
B. Pay to XXXXXXXX during the term of this Exclusive License Agreement an annual minimum royalty of $10,000.
Section 2. Payments and Royalties under Article III, Section 1, Subparagraph A(i), shall be payable only on devices which are covered, in the country of manufacture, use, sale, rental or lease, by one or more valid claims of a patent application or an unexpired patent included in the Patent Rights.
Section 3. All royalty payments due XXXXXXXX by GUIDANT under Article III, Section 1, Subparagraph A, shall become due thirty (30) days following the end of each fiscal quarter of GUIDANT for all sales, rental or lease during such fiscal quarter.
Section 4. All minimum royalty payments due XXXXXXXX by GUIDANT under Article III, Section 1, Subparagraph B, shall be paid in equal quarterly installments and shall become due thirty (30) days following the end of each fiscal quarter of GUIDANT.
Section 5. GUIDANT shall have the right to credit minimum royalty payments under Article III, Xxxxxxx 0, Xxxxxxxxxxxx X against royalties payable under Article III, Section 1, Subparagraph A, and GUIDANT shall have the right to credit payments made under Article III, Section 1, Subparagraph A against minimum royalty payments regardless of the year in which such payments are made.
Section 6. All sums payable by GUIDANT to XXXXXXXX under the terms of this Exclusive License Agreement shall be payable to XXXXXXXX in United States dollars without deduction for any taxes or any other charges.
Payments and Royalties. 4.1 On the Effective Date, VGI will issue to VICAL shares of VGI's Series B Preferred Stock in such amount, and subject to the terms, as described in the Investment Agreement.
4.2 Subject to Section 4.3, for each LICENSED PRODUCT, VGI shall pay to VICAL a royalty of *** of NET SALES of the LICENSED PRODUCT sold by VGI, its (sub)licensees and their respective AFFILIATES.
4.3 VGI acknowledges that the LICENSED INTELLECTUAL PROPERTY hereunder is a mix of various types of intellectual property, including patent rights and know-how. Accordingly, even in the event one or more VICAL PATENTS or other LICENSED INTELLECTUAL PROPERTY is declared void or not enforceable, or otherwise expires ____________ *** Confidential material redacted and separately filed with the Commission. VGI shall continue to have royalty obligations under the terms of this Agreement; provided, however, in such case, and except as otherwise set forth below in this Section 4.3, such royalty obligations will cease in the event all information transferred hereunder is finally determined by a court of competent jurisdiction after exhaustion of all appeals to be dedicated to the public domain. Notwithstanding the foregoing provisions, however, all royalty obligations under Section 4.2, with respect to a LICENSED PRODUCT, shall terminate on a country-by-country basis and on a LICENSED PRODUCT by LICENSED PRODUCT basis on the later of (i) *** after first country-wide launch of such LICENSED PRODUCT in such country or (ii) expiration of the last to expire VICAL PATENT licensed to VGI under this Agreement which covers the making, having made, importing, exporting, offering to sell or using or selling of such LICENSED PRODUCT in such country.
4.4 The manner in which statements and remittances of royalty and other payments are handled is as set forth in Article 9 hereof.
4.5 All payments to be made hereunder shall be by wire transfer of immediately available funds to an account designated by VICAL.
Payments and Royalties. Payments and royalties payable to VA by Licensee shall be fulfilled as further described in Appendix C. VA obligations to Licensee, if any, are further described in Appendix D. A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses; or
