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 two million pounds sterling (L 2,000,000) 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. continue in full force and effect. If SB has exercised its option to discontinue said collaboration pursuant to Section 2.05 above, PTL shall immediately pay SB a lump sum of two million pounds sterling (L 2,000,000) and all rights and licences granted by PTL hereunder shall revert back to PTL without prejudice to the provisions of Sections 2.08 and 2.09 above. PTL agrees that it will not raise debt senior to the above obligation to pay SB two million pounds sterling (L 2,000,000) and further agrees that existing debts and liabilities will not be accorded greater seniority than said obligation. PTL further agrees to maintain sufficient cash reserves on hand during the Research...
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. 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. 6.1 In consideration of the licenses granted and to be granted hereunder, HGS will pay to CAT on the Effective Date twelve million U.S. dollars ($12,000,000). Exclusive HGS Products ----------------------
6.2 Subject to Paragraphs 6.4, 6.5, and 6.6, for each EXCLUSIVE HGS PRODUCT which is a THERAPEUTIC PRODUCT, HGS shall pay to CAT the following royalties and milestone payments (which milestone payments under this Paragraph 6.2 shall be due and payable within thirty (30) days after the applicable milestone event is achieved by or on behalf of HGS, its AFFILIATE or (sub)licensee):
(1) [***] upon the effective date of the license granted pursuant to Paragraphs 2.3 and 3.1.2 for such EXCLUSIVE HGS PRODUCT
(2) [***] upon the start of a Phase I clinical trial for such EXCLUSIVE HGS PRODUCT;
(3) [***] upon start of a Phase III clinical trial for such EXCLUSIVE HGS PRODUCT;
(4) [***] upon first submission of a BLA for such EXCLUSIVE HGS PRODUCT;
(5) [***] upon the first regulatory approval of such EXCLUSIVE HGS PRODUCT for commercial sale; and
(6) a royalty of [***] of NET SALES of such EXCLUSIVE HGS PRODUCT sold by HGS, its AFFILIATES and (sub)licensees. HGS shall have no obligation to pay each milestone payment to CAT under this Paragraph 6.2 more than once for each different EXCLUSIVE HGS PRODUCT. For purposes of determining the milestone payments owing under this Paragraph 6.2, an EXCLUSIVE HGS PRODUCT shall constitute the same EXCLUSIVE HGS PRODUCT as any other EXCLUSIVE HGS PRODUCT, if such EXCLUSIVE HGS PRODUCT is directed to the same HGS ANTIGEN as the other EXCLUSIVE HGS PRODUCT, without regard to the formulation or means of administration thereof.
6.3 Subject to Paragraph 6.4, for each EXCLUSIVE HGS PRODUCT which is a DIAGNOSTIC PRODUCT, HGS shall pay to CAT the following royalties and milestone payments (which milestone payments under this Paragraph 6.3 shall be due and payable within thirty (30) days after the applicable milestone event is achieved by or on behalf of HGS, its AFFILIATES or (sub)licensees):
(1) [***] upon first submission of a BLA for such EXCLUSIVE HGS PRODUCT;
(2) [***] upon the first regulatory approval of such EXCLUSIVE HGS PRODUCT for commercial sale; and
(3) a royalty of [***] of NET SALES of such EXCLUSIVE HGS PRODUCT sold by HGS, its AFFILIATES and (sub)licensees. HGS shall have no obligation to pay each milestone payment to CAT under this Paragraph 6.3 more than once for each different EXCLUSIVE HGS PRODUCT. For purposes of de...
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
Payments and Royalties. 3.01. In consideration for the license under PATENTS and KNOW-HOW granted to SB in this AGREEMENT and subject to the provisions of this Agreement including but not limited to Paragraph 3.11, SB shall make the following milestone payments to ADOLOR, in the specified incremental amounts, within thirty (30) days after the occurrence of the following milestones:
(a) EFFECTIVE DATE $ 500,000
(b) The first to occur of First Rx INDICATION or Direct OTC INDICATION
(1) $ ** (2) ** $ ** (3) ** $ ** (4) ** $ ** (5) ** $ ** (6) ** $ ** (7) ** $ ** (8) ** $ **
(c) Second Rx INDICATION
(1) $ ** (2) ** $ ** (3) ** $ ** (4) ** $ ** (5) ** $ **
(d) Each of Third and Fourth Rx INDICATIONs
(1) $ ** (2) ** $ ** (3) ** $ ** (4) ** $ ** (5) ** $ **
(e) Each of Fifth and Sixth Rx INDICATIONs
(1) $ ** (2) ** $ ** (3) ** $ ** (4) ** $ ** (5) ** $ **
(f) $ **
(g) $ **
(h) $ ** provided that: **=Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(1) each such payment shall be made only one time based on the first time a milestone is achieved, regardless of how many times such milestone is achieved (except as otherwise provided by Paragraphs 3.01(f), and no payment shall be owed for a milestone which is not reached. For Paragraph 3.01(h), SB shall not be required to make more than ** (**) such payments totaling $ **;
(2) each such payment shall be non-refundable;
(3) the term "**" shall mean the earlier to occur of (i) SB's determination after the last patient has completed his/her last visit ** that such study was successful, or (ii) SB's decision to continue development of the PRODUCT **;
(4) the term "**" shall mean, with respect to the relevant INDICATION which is the subject of the study, the earlier to occur of (i) the date on which SB determines that ** was successful, or (ii) SB's decision to **.
(5) the term "**" shall mean with respect to the relevant INDICATION which is the subject of the study the earlier to occur of (i) the date on which SB determines that ** was successful, or (ii) SB's decision to **.
(6) the term "**" as used in this Paragraph shall mean the **.
(7) the term "**" as used in this Paragraph shall mean the ** required for the filing of a New Drug Application (hereinafter "NDA") with the U.S. Food and Drug Administration (hereinafter "FDA") or the corresponding regulatory agency in other countries for PRODUCT for the relevant INDICATION...
