Payments for License. 5.01 In consideration of the License with respect to each Licensed Product, ProPhase shall pay to Licensor, after the Date of First Commercial Sale and during the Royalty Term, a royalty of five- and one-half percent (5.5%) of the Net Sales.
5.02 Notwithstanding the foregoing:
(a) in the event that during the Royalty Term no Valid Claims cover a Licensed Product in a particular jurisdiction, the royalty rate for the Net Sales of such Licensed Product in such jurisdiction shall be equal to fifty percent (50%) of the rates set forth in Section 5.01;
(b) in the event that in any country during the Royalty Term for a Licensed Product there is competition by a pharmaceutical product that has the same active ingredient as a Licensed Product in such country, then ProPhase shall for the remainder of the Royalty Term for such Licensed Product in such country thereafter pay to Licensor a reduced royalty rate for the Net Sales of such Licensed Product equal to fifty percent (50%) of the rates set forth in Section 5.01; and
(c) in the event that ProPhase enters into an agreement with a third party in order to obtain a license or right under a Patent or intellectual property right owned or controlled by such third party in a particular country, ProPhase shall be entitled to deduct from any amounts payable pursuant to Section 5.01 (i) all upfront payments, milestone payments, and other amounts paid to such third party in respect of such agreement, and (ii) all royalty payments paid to such third party in respect of such agreement; provided that such deduction; provided that in no event will the reductions taken under this Section 5.02(c) reduce the royalties payable to Licensor on any Licensed Products in any calendar quarter by greater than fifty percent (50%) in aggregate of the amounts otherwise payable under Section 5.01 (without reduction) for such Licensed Product; provided that any deductions not permitted to be made in respect of a given calendar quarter as a result of this Section 7.6.4(e) shall be carried forward for deduction in respect of royalties for future calendar quarters until fully exhausted; provided further that, the limitation in the foregoing proviso shall not apply to reductions taken under Section 5.02(c) as a result of Licensor’s breach of its representations, warranties, and covenants set forth in Section 12.
5.03 For the purpose of computing the royalties due to Licensor hereunder, the year shall be divided into four parts ending on March 31,...
Payments for License. 6.01. In consideration for the grant and during the term of the License with respect to each Licensed Product, CORPORATION shall pay to NYU:
(a) on the Effective Date, a non-refundable, non-creditable license issue fee of […***…]; and
(b) a royalty on the Net Sales of CORPORATION and each Affiliate of CORPORATION as follows:
(i) […***…] of the Net Sales of consumables consisting of […***…]; and
(ii) […***…] of the Net Sales of services including without […***…]; and
(iii) […***…] of all other Net Sales.
(c) a milestone payment of […***…] upon the […***…], including without limitation […***…].
6.02. Beginning with Calendar Year 2014 and continuing thereafter until this Agreement shall terminate or expire, CORPORATION agrees that if the total royalties paid to NYU under subsection 6.01(b) hereof do not amount to […***…] in each Calendar Year, CORPORATION will pay to NYU within […***…] after the end of each such Calendar Year, as additional royalty, the difference between the […***…], failing which NYU shall have the right solely at Its election, upon written notice to CORPORATION, to terminate this Agreement for cause.
6.03. For the purpose of computing the royalties due to NYU hereunder, the year shall be divided into four parts ending on March 31, June 30, September 30, and December 31. Not later than […***…] after each December, March, June, and September in each Calendar Year during the term of the License, CORPORATION shall submit to NYU a full and detailed report of royalties or payments due NYU under the terms of this Agreement for the preceding quarter year (hereinafter “the Quarter-Year Report”), setting forth the Net Sales and/or lump sum payments and all other payments or consideration upon which such royalties are computed and including at least
i) the quantity of Licensed Products and Royalty Bearing Products used, sold, transferred or otherwise disposed of;
ii) the selling price of each Licensed Product;
iii) the deductions permitted under subsection 1.09 hereof to arrive at Net Sales; and
iv) the royalty computations and subject of payment. If no royalties or other payments are due, a statement shall be sent to NYU stating such fact. Payment of the full amount of any royalties or other payments due to NYU for the preceding quarter year shall accompany each Quarter-Year Report on royalties and payments. CORPORATION shall keep for a period of at least six (6) years after the date of entry, full, accurate and complete books and records consistent...
Payments for License. (a) In consideration for the grant and during the term of the License with respect to each Licensed Product, CORPORATION shall pay to NYU:
(1) On the Effective Date, a non-refundable, noncreditable license issue fee of one hundred thousand dollars ($100,000);
(2) On the *** of the *** *** and *** ***, a *** license *** of *** *** ; provided that such fee *** on the *** *** following the completion by CORPORATION of *** *** of *** in accordance with the terms of this Agreement;
(3) Upon the achievement of the following technical milestones with respect to any Licensed Product, the payments as indicated below: *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Payments for License a. In consideration for the License granted herein, and during the Payment Term, with respect to each Licensed Product, CORPORATION shall pay to NYU a royalty of *** of the Net Sales of CORPORATION or of Corporation Entity or of a licensee or sublicensee of CORPORATION or Corporation Entity. CORPORATION shall inform NYU in writing of the Date of First Commercial Sale with respect to each Licensed Product in each country as soon as practicable after making of each such first commercial sale.
b. For the purpose of computing the royalties due to NYU hereunder, the year shall be divided into two parts ending on June 30 and December 31. Not later than ninety (90) days after each December and June in each Calendar Year during the Payment Term, CORPORATION shall submit to NYU a full and detailed report of royalties or payments due NYU under the terms of this Agreement for the preceding half year (hereinafter “the Half-Year Report”), setting forth the Net Sales upon which such royalties are computed and including at least
i) the quantity of Licensed Products used, sold, transferred or otherwise disposed of;
ii) the selling price of each Licensed Product and Assigned Product;
iii) the deductions permitted under subsection 1.g. hereof to arrive at Net Sales; and
iv) the royalty computations and subject of payment. If no royalties or other payments are due, a statement shall be sent to NYU stating such fact. Payment of the full amount of any royalties or other payments due to NYU for the preceding half year shall be made on even date with each Half-Year Report on royalties and payments. CORPORATION shall keep for a period of at least six (6) years after the date of entry, full, accurate and complete books and records consistent with sound business and accounting practices and in such form and in such detail as to enable the determination of the amounts due to NYU from CORPORATION pursuant to the terms of this Agreement.
c. Within ninety (90) days after the end of each Calendar Year, commencing on the Date of First Commercial Sale CORPORATION shall furnish NYU with a report (hereinafter “the Annual Report”), certified by the President or Chief Financial Officer of CORPORATION relating to the royalties and other payments due to NYU pursuant to this Agreement in respect of the Calendar Year covered by such Annual Report and containing the same details as those specified in Section 7.b. above in respect of the Half-Year Report.
d. On reasonable notice and during regular ...
Payments for License. 6.01 In consideration for the grant and during the term of the License with respect to each Licensed Product, Repare shall pay to NYU:
(a) non-refundable license fees of [***] on the first anniversary of the Effective Date in respect of the second Calendar Year, [***] each on each of the second and each succeeding anniversary of the Effective Date in respect of the third and succeeding Calendar Years, which shall be creditable against milestone payments due to NYU under Section 6.01(b) below and royalties on sales due to NYU under Section 6.01(c) below, for milestone payments and royalties due during the respective Calendar Year in which each such license fee payment is due.
(b) within ninety (90) days following the achievement of each of the following technical milestones, with respect to each Licensed Patent Product or Licensed Know-How Product, the payments as indicated below:
(i) For the first indication, the milestone payments for License Patent Products and License Know-How Products will be as shown in Table A and Table B, below, respectively: [***] U.S.$[***] [***] U.S.$[***] [***] U.S.$[***] [***] U.S.$[***] [***] U.S.$[***] Licensed Know-How Product Milestone Payments (“Table B”) [***] U.S.$[***] [***] U.S.$[***] [***] U.S.$[***] [***] U.S.$[***] [***] U.S.$[***]
(ii) For the second indication, the milestone payments for License Patent Products and License Know-How Products will be [***] of the payments listed in Table A and Table B, respectively.
(iii) For the third and fourth indications, the milestone payments for License Patent Product and License Know-How Products will be [***] of the payments listed in Table A and Table B, respectively, [***].
(iv) There shall no milestone payments for the fifth and any subsequent indications.
(v) A Phase IIA clinical trial shall not be deemed a Phase II clinical trial for purposes hereof. If Repare is required to obtain one or more licenses under Intellectual Property Rights of one or more Third Parties to Commercialize a particular Licensed Product, Repare may reduce the milestone payments payable to NYU hereunder on such Licensed Product by [***] of the amounts paid as milestones prior thereto to such Third Parties with respect to such Licensed Product (“Third Party Milestone Payment”); [***].
(c) For all Licensed Patent Products, a royalty of [***] of the Net Sales of Repare and each Affiliate and sublicensee of Repare, and for all Licensed Know-How Products, a royalty of [***] of the Net Sales of Repare...
Payments for License. 6.01 In consideration for the grant and during the term of the License with respect to each Licensed Product, CORPORATION shall pay to NYU:
(a) [***]; and
(b) Within [***] after [***], with respect to each Licensed Compound Product and each Licensed Know-How Product, the payments as indicated below: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] The foregoing [***], with respect to the [***], regardless of how many times [***]. If a particular above [***] is achieved by a sublicensee of CORPORATION, and if CORPORATION receives a [***], for which a payment is due to NYU under Section 6.01(d) below, then NYU shall [***]. For example, if [***] shall fully satisfy CORPORATION’s obligations to NYU pursuant to this Section 6.01(b) and Section 6.01(d).
(c) [***]; and
(d) A [***] under the terms of, or as a consideration for the grant of, a sublicense of any rights hereunder or for [***] such a sublicense, based upon the development stage of the [***] included in such grant at the time of the grant other than [***]:
(I) [***];
(II) [***];
(III) [***]; or
(IV) [***].
6.02 For the purpose of [***] hereunder, the year shall be divided into four parts ending on March 31, June 30, September 30, and December 31. Not later than sixty (60) days after each December, March, June, and September in each Agreement Year during the term of the License, CORPORATION shall submit to NYU a full and detailed report [***] NYU under the terms of this Agreement for the preceding quarter year (hereinafter “the Quarter-Year Report”), setting forth the [***] including:
i) [***];
ii) [***];
iii) [***]; and
iv) [***]. If no [***] payments are due, a statement shall be sent to NYU stating such fact. Payment of the full amount of [***] for the preceding quarter year shall accompany each Quarter-Year Report on [***]. CORPORATION shall keep for a period of at least [***], full, accurate and compete books and records consistent with sound business and accounting practices and in such form and in such detail as to enable [***] to NYU from CORPORATION pursuant to the terms of this Agreement.
6.03 Within sixty (60) days after the end of each Agreement Year, commencing on the Date of First Commercial Sale CORPORATION shall furnish NYU with a report (hereinafter “the Annual Report”), relating to [***] pursuant to this Agreement in respect of the Agreement Year covered by such Annual Report and containing the same details as those specified i...
Payments for License. 6.01. In consideration for the grant and during the term of the License with respect to each Licensed Product, CPP shall pay to LICENSORS:
(a) [intentionally omitted]
(b) [intentionally omitted]
6.02. [intentionally omitted]
6.03. [intentionally omitted]
6.04. Within sixty (60) days after the end of each Calendar Year, commencing on the Date of First Commercial Sale, CPP shall furnish LICENSORS with a report (hereinafter, the “Annual Report”), certified by an independent certified public accountant, relating to the royalties and other payments due to LICENSORS pursuant to this Agreement in respect of the Calendar Year covered by such Annual Report and containing the same details as those specified in Section 6.03 above in respect of the Quarter-Year Report.
6.05. On reasonable notice and during regular business hours, LICENSORS or the authorized representative of LICENSORS shall each have the right to inspect the books of accounts, records and other relevant documentation of CPP or of the Affiliates and the sublicensees of CPP insofar as they relate to the production, marketing and sale of the Licensed Products, in order to ascertain or verify the amount of royalties and other payments due to LICENSORS hereunder, and the accuracy of the information provided to LICENSORS in the aforementioned reports. The cost of such inspection shall be borne by LICENSORS, unless it is determined in such inspection that LICENSORS has been underpaid in any period by more than five percent (5%) of the amount which LICENSORS should have been paid, in which case the cost of such inspection shall be reimbursed to LICENSORS by CPP.
Payments for License x. Xx consideration for the License granted herein, and during the Payment Term, CORPORATION shall make the following payments to each of NYU and SAMSF:
(i) With respect to each Licensed Product, CORPORATION shall pay to each of NYU and SAMSF a royalty of *** percent (***%) of the Net Sales of CORPORATION or of Corporation Entity and a royalty of *** percent (***%) of Net Sales of a sublicensee of CORPORATION or Corporation Entity, provided always as follows:
(A) If at any time on or after January 1, 2009 any Licensed Product is in clinical development for any disease indication, but no Licensed Product is then being sold commercially as an approved drug, CORPORATION shall pay to each of NYU and SAMSF at the beginning of each such year an annual minimum royalty payment of *** dollars ($***) or a proportionate part thereof for the relevant part of the first applicable year if such condition is satisfied after January 1 in such year. As of the date of execution of this Restated Agreement, the *** under this Section 6(a)(i)(A) *** the ***, and ***, and following execution of this Restated Agreement *** as provided in ***, below.
(B) If on or after January 1, 2009, there is no Licensed Product in clinical development for any disease indication, and/or if at any time on or after January 1, 2009 any Licensed Product is being sold commercially as an approved drug, CORPORATION shall pay to each of NYU and SAMSF at the beginning of each such year an aggregate annual minimum royalty payment of *** dollars ($***) or a proportionate part thereof for the relevant part of the first applicable year if the condition contained in paragraph (A) above or the second condition contained in this paragraph (B) is satisfied after January 1 in such year.
(C) All minimum royalty payments may be credited against any percentage royalties payable under Section 6(a)(ii)(C) in respect of Net Sales in any year. Minimum royalty payment obligations pursuant to the provisions of this Section 6(a)(i) shall terminate on the expiration date of the last to expire of the UNIVERSITY Patents.
(D) Minimum royalty payments shall be made as specified in Section 6(b) hereof except that, if the royalty payments based on Net Sales paid pursuant to Section 6(a) hereof for the first six (6) months of the year exceed the minimum royalty payment for that year, no further minimum royalty payment shall be made for that year.
(E) CORPORATION shall inform NYU in writing of the date of First Commercial Sale with...
Payments for License a. In consideration for the grant of the License hereunder, CORPORATION shall pay to NYU
(1) A non-refundable, non-creditable license issue fee of [*] payable as follows: [*] on the date that is twenty-four months after the Effective Date or upon CORPORATION's first filing of an Investigational New Drug ("IND") in the United States with respect to the Licensed Products, whichever is earlier; and
(2) Non-refundable, milestone payments as follows: [*], which amount shall not be creditable against further royalties otherwise payable to NYU; and, on [*] of which amount shall be creditable against future royalties otherwise payable to NYU; and
(3) a royalty of [*] of the Net Sales of any Licensed Product sold by CORPORATION or its sublicensees (including CORPORATION Entity) for as long as CORPORATION maintains the License except as follows in i) and ii) below:
(i) If a Licensed Product described in Section 1.1.(aa) or (bb) is covered solely by an NYU Patent having
Payments for License a. In consideration for the grant and during the term of the License, CORPORATION shall pay to NYU:
(1) Non-refundable license issue fees of twenty five thousand dollars ($25,000) on each of July 1, 2005 and July 1, 2006; fifty thousand dollars ($50,000) on each of July 1, 2007 and 2008; seventy five thousand dollars ($75,000) on each of July 1, 2009 and 2010, one hundred and twenty five thousand dollars ($125,000) on each of July 1, 2011, 2012, 2013 and 2014; and one hundred and fifty thousand dollars ($150,000) on each of July 1, 2015, 2016, 2017, 2018 and 2019. The license issue fees commencing on July 1, 2010 and extending through the end of the term of this Agreement shall be credited against royalty payments due for the relevant year.
(2) With respect to each Licensed Product, a royalty of five percent (5%) of the Net Sales of Licensed Products for pharmaceutical, life science, biotechnology and medical device research, development and applications, and two percent (2%) of the Net Sales for all other Licensed Products, in each case of CORPORATION and any Affiliate of CORPORATION, and
(3) Ten percent (10%) of any consideration, monetary or otherwise, received by CORPORATION from a sublicensee of CORPORATION (other than an Affiliate) under the terms of, or as a consideration for the grant of, a sublicense of any rights or for the grant of an option to acquire such a sublicense, not including funding received by the CORPORATION for future research and development as specified in a written agreement with a detailed research plan and budget.
b. For the purpose of computing the royalties due to NYU hereunder, the year shall be divided into four parts ending on March 31, June 30, September 30, and December 31. Not later than sixty (60) days after each March 31, June 30, September 30, and December 31 in each Calendar Year during the term of the License, CORPORATION shall submit to NYU a full and detailed report of royalties or payments due NYU under the terms of this Agreement for the preceding quarter year (hereinafter "the Quarter-Year Report"), setting forth the Net Sales of CORPORATION and any Affiliate and/or lump sum payments and all other payments or consideration from sublicensees upon which such royalties are computed and including at least:
i) the quantity of Licensed Products used, sold transferred or otherwise disposed of;
ii) the selling price of each Licensed Product;
iii) the deductions permitted under subsection 1(e) hereof to arrive at Net S...
