Common use of PROGRESS AND ROYALTY REPORTS Clause in Contracts

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE will submit to REGENTS a semi-annual progress report covering LICENSEE's activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting period. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 After the first SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 5 contracts

Samples: Exclusive License Agreement, Exclusive License Agreement, Exclusive License Agreement

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PROGRESS AND ROYALTY REPORTS. 8.1 8.1. For the period beginning [date] January 1st 2007, LICENSEE will submit to REGENTS a semi-annual progress report covering LICENSEE's ’s activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 8.2. Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 77 similar in form to what LICENSEE presents to its Board of Directors or investors, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting period7.4. 8.3 8.3. LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 8.4. After the first SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any AFFILIATES with activities falling under this Agreement, and new SUBLICENSEES sublicensees along with a summary of the material terms of each new SUBLICENSE AGREEMENT sublicense agreement entered into during the reporting quarter. 8.5 8.5. If no SALEs SALES have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 4 contracts

Samples: Exclusive License (Genocea Biosciences, Inc.), Exclusive License (Genocea Biosciences, Inc.), Exclusive License (Genocea Biosciences, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE will submit to REGENTS a semi-semi- annual progress report covering LICENSEE's activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting period. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 After the first SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 4 contracts

Samples: Exclusive License Agreement, Exclusive License Agreement, Exclusive License Agreement

PROGRESS AND ROYALTY REPORTS. 8.1 For 7.1 Beginning February 28, 1994 and semi-annually thereafter, the period beginning [date] LICENSEE will Licensee shall submit to REGENTS The Regents a semi-annual progress report covering LICENSEEthe Licensee's activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing marketing. These progress reports shall be made for each Licensed Product until the first commercial sale of that Licensed Product occurs in the United States. These progress reports will shall be made considered "Data" for all development activities until purposes of Article 28, hereof and shall be subject to the first SALE occurs in the United Statesterms thereof. 8.2 Each 7.2 The progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTSreports submitted under section 7.1 should include, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to) , the followingfollowing topics: - summary of work completed and - key scientific discoveries - summary of work in progress; progress - current schedule of anticipated events or milestones - market plans for introduction of Licensed Products, and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during - a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE 7.3 The Licensee shall have a continuing responsibility to keep The Regents informed of the large/small entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees and Affiliates. 7.4 The Licensee also will agrees to report to REGENTS The Regents in its immediately subsequent progress and royalty reports, report the date of first SALEcommercial sale of a Licensed Product in each country. 8.4 7.5 After the first SALE commercial sale of a Licensed Product anywhere in the world, LICENSEE the Licensee will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March The Regents on or before each February 28, May 31, June 30, September 30, August 31 and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A cover the Licensee's most recently completed calendar quarter and include at least the following: will show (a) The number the gross sales and Net Sales of LICENSED PRODUCTS manufactured and Licensed Products sold by the number SOLD; Licensee during the most recently completed calendar quarter; (b) Gross revenue from SALE the number of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; each type of Licensed Product sold; (c) NET SALES pursuant the royalties, in U.S. dollars, payable hereunder with respect to Paragraph 2.5; such sales; (d) Total royalties due REGENTSthe method used to calculate the royalty; and and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterexchange rates used. 8.5 7.6 If no SALEs have occurred sales of Licensed Products has been made during the report any reporting period, a statement to this effect is required in the royalty report for that periodshall be required.

Appears in 3 contracts

Samples: Exclusive License Agreement (Signal Pharmaceuticals Inc), Exclusive License Agreement (Signal Pharmaceuticals Inc), Exclusive License Agreement (Signal Pharmaceuticals Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE 11.1. Beginning on December 31, 2006, and annually thereafter, Licensee will submit to REGENTS The Regents a semi-annual written progress report covering LICENSEE's Licensee’s and any Sublicensees’ or Further Sublicensees’) activities during the twelve (12) month period ending September 30 of the year in which the progress report is due, related to the development development, testing, manufacture and/or marketing of Licensed Products, including the activities required and testing of all LICENSED PRODUCTSundertaken in order to meet the diligence requirements set forth in Paragraph 10.1 (“Progress Reports”). 11.2. Progress Reports shall be required for each Licensed Product under development, LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE Sale of that Licensed Product occurs in the United States, and shall be required again if after such Licensed Product has been Sold, Sales thereof are suspended or discontinued, unless and until further development or Sale of such product is abandoned. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS11.3. Progress Reports shall include, LICENSED SERVICESwithout limitation, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting period. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 After the first SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms following topics sufficient to enable The Regents to determine (a) the progress of the development of Licensed Products and (b) whether or not Licensee has met the diligence obligations set forth in Paragraph 10.1. 11.3.4. and 11.4. Progress Reports also shall identify (a) any entities that have become Affiliates of FivePrime; (b) any Sublicensee Fees received during the year; and (c) the information specified in Paragraph 3.2. 11.5. The failure of Licensee to submit a Progress Report or update to The Regents within *** days of its due date shall constitute a default pursuant to Article 14 (Termination by The Regents). If this Agreement is terminated or expires before any Licensed Product has been Sold, then a final Progress Report covering the period between submission of the previous Progress Report and the termination or expiration date must be submitted to The Regents within *** days of termination or expiration. 11.6. Licensee shall have a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates who have entered into an Affiliation Agreement ,Sublicensees and Further Sublicensees. Licensee will notify The Regents of any change in Licensee’s status within *** days of the change. Licensee will require in each Sublicense that the Sublicensee notify Licensee of any change in such Sublicensee’s business status within *** days of the change, and Licensee shall notify The Regents of such changes within *** days of learning of it. 11.7. Following the first Sale of a Licensed Product, Licensee will provide The Regents, along with the payments due under Paragraph 5.2, quarterly reports of the Royalties owed to The Regents (“Quarterly Reports”). Each such report shall be due on the date the Royalties reported therein are due and shall cover the period for which such Royalties are due, pursuant to Paragraph 5.2, and will, at a minimum, show: 11.7.1. The gross invoice prices and Net Sales of Licensed Products Sold (itemizing the applicable gross proceeds and any deductions therefrom), and any applicable Attributed Income (itemizing the applicable gross proceeds and any deductions therefrom) received; 11.7.2. The quantity of each new SUBLICENSE AGREEMENT entered into during type of Licensed Product Sold; 11.7.3. The country in which each Licensed Product was Sold; 11.7.4. Royalties payable (in United States dollars), 11.7.5. The method used to calculate the reporting quarterRoyalties; 11.7.6. The exchange rates used, if any; 11.7.7. Any other information, Licensee believes, in good faith, is reasonably necessary to explain its calculation hereunder. 8.5 11.8. If no SALEs have occurred Royalties are due during the report any reporting period, then a statement to this that effect is required must be provided by Licensee in the royalty report for that periodimmediately subsequent Quarterly Report.

Appears in 3 contracts

Samples: Exclusive License Agreement (Five Prime Therapeutics Inc), Exclusive License Agreement (Five Prime Therapeutics Inc), Exclusive License Agreement (Five Prime Therapeutics Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 7.1. For the period beginning [date] LICENSEE July 1, 2010, within sixty (60) days of each subsequent June 30 and December 31, Licensee will submit to REGENTS The Regents a semi-annual progress report (“Progress Report”) covering LICENSEE's Licensee’s activities related to the development and testing of all LICENSED PRODUCTSLicensed Products, LICENSED SERVICES Licensed Services and LICENSED METHOD Licensed Methods and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports The Progress Reports will be made for all development activities until the first SALE Sale occurs in the United States. 8.2 7.2. Each progress report Progress Report will be a sufficiently detailed summary of activities of LICENSEE Licensee and any SUBLICENSEES Sublicensees so that REGENTS The Regents may evaluate and determine LICENSEELicensee’s progress in development of LICENSED PRODUCTSLicensed Products, LICENSED SERVICESLicensed Services, and LICENSED METHODLicensed Methods, and in meeting its diligence obligations under Article 76, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.26.2; anticipated market introduction dates for the LICENSED TERRITORIESLicensed Territory; and SUBLICENSEE’s Sublicensees’ activities during the reporting period. 8.3 LICENSEE also 7.3. In Licensee’s Progress Report immediately subsequent to the first Sale of Licensed Products or Licensed Services by Licensee or a Sublicensee, Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, the date of such first SALESale. 8.4 7.4. After the first SALE anywhere in the worldSale of a Licensed Product or Licensed Service, LICENSEE Licensee will make quarterly semi-annual royalty reports (“Royalty Reports”) to REGENTS The Regents within sixty two (602) days months after the quarters calendar halves ending March 31, June 30, September 30, 30 and December 31, 31 of each year. Each such royalty report Royalty Report will be substantially similar to APPENDIX A and include at least the following: (a) The nature and number of LICENSED PRODUCTS manufactured Licensed Products and Licensed Services Sold during the number SOLDreporting period; (b) Gross revenue from SALE Calculation of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHODNet Sales for the period pursuant to Paragraph 1.10; (c) NET SALES Calculation of Net Royalty Revenues for the period pursuant to Paragraph 2.51.9; (d) Total royalties Calculation of total Earned Royalties due REGENTSThe Regents pursuant to Paragraph 5.1; and (e) Names and addresses of any new SUBLICENSEES Sublicensees along with a summary of the material terms of each new SUBLICENSE AGREEMENT Sublicense Agreement entered into during the reporting quarterperiod. 8.5 7.5. If no SALEs Sales of a Licensed Product or Licensed Service have occurred during the report period, a statement to this effect is required in the royalty report Progress Report or Royalty Report for that period.

Appears in 3 contracts

Samples: Exclusive License Agreement (Arcadia Biosciences, Inc.), Exclusive License Agreement (Arcadia Biosciences, Inc.), Exclusive License Agreement (Arcadia Biosciences, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For the each [***] period beginning [date] July 1, 2014, LICENSEE will submit to REGENTS a semi-annual [***] progress report covering LICENSEE's ’s activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD METHODS and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES sublicensees so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHODMETHODS, and in meeting its diligence obligations under Article 7, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIESTERRITORY; and SUBLICENSEE’s sublicensees’ activities during the reporting period. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 After the first SALE anywhere in the world, LICENSEE will make quarterly [***] royalty reports to REGENTS within sixty [***] (60[***]) days after the quarters ending March 31, June 30, September 30, and December 31, of each year[***]. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHODMETHODS; (c) NET SALES pursuant to Paragraph 2.52.6; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter.sublicensees. 4D Molecular Therapeutics LLC Exclusive License 8.5 If no SALEs SALES have occurred during the report reporting period, a statement to this effect is required in the royalty report for that period. 8.6 All reports under this Article 8 shall be treated as confidential information of LICENSEE.

Appears in 2 contracts

Samples: Exclusive License and Bailment Agreement (4D Molecular Therapeutics Inc.), Exclusive License and Bailment Agreement (4D Molecular Therapeutics Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For 10.1 Beginning on September 30, 2009, and semi-annually thereafter, the period beginning [date] LICENSEE Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 10.2 below covering LICENSEE's the Licensee’s (and any Affiliates’, Joint Ventures’, or Sublicensee’s) activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHOD Licensed Services and related to the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 9 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product and Licensed Service until the first SALE Sale or other exploitation of that Licensed Product or Licensed Service occurs in the United StatesStates and shall be again required if Sales of such Licensed Product or Licensed Service are suspended or discontinued. 8.2 Each progress report will be 10.2 Progress reports submitted under Paragraph 10.1 shall include, but are not limited to, a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, Licensed Services and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 7, 9 (Due Diligence) above (provided that it is understood and will include (but agreed that 1) Licensee shall not be limited toobligated to include in any such reports information belonging to its Sublicensees to the extent that the disclosure of such information would constitute a violation of Licensee’s obligations of confidentiality to such Sublicensees and 2) Licensee shall include as a term in any sublicense the following: right to provide The Regents with all information necessary for The Regents to determine that Licensee has met its obligations under this Agreement provided, that, The Regents shall treat such information as the Proprietary Information of Licensee in accordance with Article 30 below: 10.2.1 summary of work completed and as of the submission date of the progress report; 10.2.2 key scientific discoveries as of the submission date of the progress report; 10.2.3 summary of work in progress; progress as of the submission date of the progress report; 10.2.4 current schedule of anticipated events and milestones, including diligence those event and milestones under Paragraph 7.2; specified in Article 9 (Due Diligence); 10.2.5 market plans for introduction of Licensed Products and Licensed Services including the anticipated and actual market introduction dates for of each Licensed Product or Licensed Service; 10.2.6 Sublicensees’ activities relating to the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting periodabove items, if there are any Sublicensees. 8.3 LICENSEE also will 10.3 If the Licensee fails to submit a timely progress report to REGENTS in its immediately subsequent progress and royalty reportsThe Regents, the date of first SALE. 8.4 After the first SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report then The Regents will be substantially similar entitled to APPENDIX A terminate this Agreement, but only after The Regents has provided Licensee notice of such failure and include at least a reasonable opportunity to cure the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTSfailure, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.as provided in

Appears in 2 contracts

Samples: Exclusive License Agreement (Singulex Inc), Exclusive License Agreement (Singulex Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 7.1 For the period beginning [insert date] ], LICENSEE will submit to REGENTS a semi-semi- annual progress report covering LICENSEE's activities related to the development and testing of all LICENSED PRODUCTS., LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary the governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 7.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 76, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.26.2 above; and anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting periodlicensed territories. 8.3 7.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 7.4 After the first commercial SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5;2.7; and (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 7.5 If no SALEs SALES have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 2 contracts

Samples: Non Exclusive License Agreement, Non Exclusive License

PROGRESS AND ROYALTY REPORTS. 8.1 7.1 For the period beginning [date] LICENSEE January 1, 2014, within sixty (60) days after each subsequent June 30 and December 31, Licensee will submit to REGENTS The Regents a semi-annual progress report covering LICENSEE's Licensee’s Research Use Results and the test conditions used, activities related to the development and testing of all LICENSED PRODUCTSDerived Products, LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary governmental approvals, if any, for marketing Derived Products in the United States. These progress reports will be made for all development activities until activities. If Licensee fails to submit a timely progress report to The Regents, The Regents will be entitled to terminate this Agreement in accordance with Paragraph 10.1 below. If either Party terminates this Agreement before any Derived Products are Sold or before this Agreement’s expiration, a final progress report covering the first SALE occurs in the United Statesperiod prior to termination must be submitted within thirty (30) days of termination. 8.2 7.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES Licensee so that REGENTS The Regents may evaluate and determine LICENSEELicensee’s progress in the development of LICENSED PRODUCTS, LICENSED SERVICES, Derived Product and LICENSED METHODResearch Use, and in meeting its diligence obligations under Article 76, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; and anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting perioddates. 8.3 LICENSEE also 7.3 In Licensee’s progress report immediately subsequent to the first Sale by Licensee of Derived Products, Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, the date of such first SALESale. 8.4 7.4 After the first SALE anywhere in the worldSale of a Derived Product, LICENSEE Licensee will make quarterly provide semi-annual royalty reports to REGENTS within sixty The Regents on or before November 1 (60) days after for the quarters ending six (6)-month period commencing March 31, June 30, September 301 of that year), and December 31, May 1 (for the six (6)-month period commencing September 1 of each the prior calendar year). Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS Derived Products manufactured and the number SOLDof Derived Products Sold; (b) Gross revenue from SALE Sale of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHODDerived Products; (c) NET SALES Net Sales pursuant to Paragraph 2.51.8; (d) Total royalties due REGENTSItemized deductions pursuant to Paragraph 1.8; (e) Listing of distributors Selling Derived Products; and (ef) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterTotal Earned Royalties due to The Regents. 8.5 7.5 If no SALEs Sales of Derived Product have occurred during the report reporting period, a statement to this effect is required in the royalty report for that period.

Appears in 2 contracts

Samples: Non Exclusive License Agreement (Sage Therapeutics, Inc.), Non Exclusive License Agreement (Sage Therapeutics, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For 13.1 Beginning on June 30, 2010, and semi-annually thereafter, the period beginning [date] LICENSEE Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 13.2 below covering LICENSEEthe Licensee's (and any Affiliates', Joint Ventures', or Sublicensee's) activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHOD Licensed Services and related to the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 12 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product and Licensed Service until the first SALE Sale or other exploitation of that Licensed Product or Licensed Service occurs in the United StatesStates and shall be again required if Sales of such Licensed Product or Licensed Service are suspended or discontinued. 8.2 Each progress report will be 13.2 Progress reports submitted under Paragraph 13.1 shall include, but are not limited to, a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, Licensed Services and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 7, and will include 12 (but not be limited toDue Diligence) the following: above: 13.2.1 summary of work completed and as of the submission date of the progress report; 13.2.2 key scientific discoveries as of the submission date of the progress report; 13.2.3 summary of work in progress; progress as of the submission date of the progress report; 13.2.4 current schedule of anticipated events and milestones, including diligence those event and milestones under Paragraph 7.2; specified in Article 12 (Due Diligence); 13.2.5 market plans for introduction of Licensed Products and Licensed Services including the anticipated and actual market introduction dates for of each Licensed Product or Licensed Service; 13.2.6 Sublicensees’ activities relating to the LICENSED TERRITORIES; and SUBLICENSEE’s activities during above items, if there are any Sublicensees; 13.2.7 a summary of resources (dollar value) spent in the reporting period; and 13.2.8 Licensee's progress in developing any New Licensed Products elected for commercial development by Licensee pursuant to Paragraph 4.3 of this Agreement. 8.3 LICENSEE also 13.3 If the Licensee fails to submit a timely progress report to The Regents, then The Regents will be entitled to terminate this Agreement under the provisions of Paragraph 16. If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement's expiration, then a final progress report covering the period prior to termination must be submitted within thirty (30) days of termination or expiration. 13.4 The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates, Joint Ventures, or Sublicensees. The Licensee will notify The Regents of any change of its status or that of any Affiliate, Joint Venture, or Sublicensee within thirty (30) days of the change in status. 13.5 The Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, The Regents the date of first SALESale or other exploitation of a Licensed Product or Licensed Service in each country in its first progress and royalty reports following such first Sale of a Licensed Product or Licensed Service. 8.4 After 13.6 Beginning with the earlier of (i) the first SALE anywhere Sale or other exploitation of a Licensed Product or Licensed Service or (ii) the first transaction that results in Sublicense Fees accruing to The Regents, the world, LICENSEE Licensee will make quarterly royalty and Sublicensee Fee reports to REGENTS within sixty The Regents on or before each February 28 (60) days after for the quarters quarter ending December 31), May 31 (for the quarter ending March 31), August 31 (for the quarter ending June 30, ) and November 30 (for the quarter ending September 30, and December 31, ) of each year. Each such royalty and Sublicensee Fee report will be substantially similar to APPENDIX A cover Licensee's most recently completed calendar quarter and include will, at least the followinga minimum, show: 13.6.1 the gross invoice prices and Net Sales of Licensed Products or Licensed Services Sold or otherwise exploited (aitemizing the applicable gross proceeds and any deductions therefrom), any Attributed Income (itemizing the applicable gross proceeds and any deductions therefrom) The number due to the Licensee; 13.6.2 the quantity of LICENSED PRODUCTS manufactured each type of Licensed Product and/or Licensed Service Sold or otherwise exploited; 13.6.3 the country in which each Licensed Product and Licensed Service was made, used or Sold or otherwise exploited; 13.6.4 the Earned Royalties, in United States dollars, payable with respect to Net Sales; 13.6.5 the Sublicense Fees, in United States dollars, payable with respect to Attributed Income; 13.6.6 the method used to calculate the Earned Royalty, specifying all deductions taken and the number SOLDdollar amount of each such deduction; (b) Gross revenue from SALE of LICENSED PRODUCTS13.6.7 the exchange rates used, LICENSED SERVICES and LICENSED METHODif any; (c) NET SALES pursuant 13.6.8 the amount of the cash and the amount of the cash equivalent of any non-cash consideration including the method used to Paragraph 2.5calculate the non-cash consideration; (d) Total royalties due REGENTS13.6.9 for each Licensed Product and each Licensed Service, the specific Patent Rights identified by UC Case Number exercised by the Licensee or any Affiliate, Joint Venture, or Sublicensee in the course of making, using, selling, offering for Sale or importing such Licensed Product and/or using, selling or offering for Sale such Licensed Service; and (e) Names and addresses 13.6.10 any other information reasonably necessary to confirm Licensee's calculation of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterits financial obligations hereunder. 8.5 13.7 If no SALEs Sales of Licensed Products and Licensed Services have occurred been made and no Licensed Products and Licensed Services have been otherwise exploited and no Attributed Income is due to the Licensee during the report any reporting period, then a statement to this effect is required must be provided by the Licensee in the immediately subsequent royalty report for that periodand Sublicense Fee report.

Appears in 2 contracts

Samples: Sponsored Research Agreement (Shrink Nanotechnologies, Inc.), Exclusive License Agreement (Shrink Nanotechnologies, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE will submit to REGENTS a semi-annual progress report covering LICENSEE's activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting period. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 After the first SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.52.8; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 2 contracts

Samples: Exclusive License Agreement, Exclusive License Agreement

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE will 7.1. Beginning February 28, 2005, and annually thereafter, Licensee shall submit to REGENTS Princeton a semi-annual progress report covering LICENSEE's Licensee’s activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing in the United Statesmarketing. These progress reports will shall be made for all development activities until each Licensed Product in each country of the first SALE occurs in the United StatesTerritory. 8.2 Each 7.2. The progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and reports submitted under section 7.1 shall include sufficient information to enable Princeton to determine LICENSEELicensee’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting fulfilling its diligence obligations under Article 76, and will include (including, but not be limited to, the following topics: (a) the following: summary of work completed and completed; (b) key scientific discoveries; (c) summary of work in progress; current schedule , including product development and testing and progress in obtaining government approvals; (d) projection of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated ; (e) overview of market plans for introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during of Licensed Products; (f) summary of resources (dollar value) spent in the reporting periodperiod for research, development, and marketing of Licensed Products; (g) activities in obtaining sublicensees and activities of sublicensees; and (h) certified financial statements as of the end of the previous calendar quarter. 8.3 LICENSEE also will 7.3. Licensee shall have a continuing responsibility to keep Princeton informed of the large/small entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees. 7.4. Licensee shall report to REGENTS Princeton in its immediately subsequent progress and royalty reports, report the date of first SALEcommercial sale of each Licensed Product in each country. 8.4 7.5. After the first SALE commercial sale of a Licensed Product anywhere in the world, LICENSEE Licensee will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March Princeton on or before each February 28, May 31, June 30, September 30, August 31 and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A cover Licensee’s most recently completed calendar quarter and include at least the following: will show (a) The number the units and gross sales and Net Sales of LICENSED PRODUCTS manufactured and the number SOLD; each type of Licensed Product sold by Licensee on which royalties have not been paid, including a clear indication of how Net Sales were calculated; (b) Gross revenue from SALE of LICENSED PRODUCTSthe royalties, LICENSED SERVICES and LICENSED METHOD; in U.S. dollars, payable hereunder with respect to such sales; (c) NET SALES pursuant the method used to Paragraph 2.5; calculate the royalty; and (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterexchange rates used, if any. 8.5 7.6. If no SALEs sales of Licensed Products have occurred been made during the report any reporting period, a statement to this effect is required in the royalty report for that periodshall be made by Licensee.

Appears in 2 contracts

Samples: Exclusive License Agreement (Tetralogic Pharmaceuticals Corp), Exclusive License Agreement (Tetralogic Pharmaceuticals Corp)

PROGRESS AND ROYALTY REPORTS. 8.1 For 12.1 Beginning on March 31, 2005 and [**] thereafter, the period beginning [date] LICENSEE Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 12.2 below covering LICENSEE's the Licensee’s (and any Affiliates’, Joint Ventures’, Sublicensee’s) activities related to the development and testing of all LICENSED PRODUCTSLicensed Products, LICENSED SERVICES and LICENSED METHOD and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 11 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product until the first SALE Sale or other exploitation of that Licensed Product occurs in the United StatesStates and shall be again required if Sales of such Licensed Product are suspended or discontinued. 8.2 Each progress report will be 12.2 Progress reports submitted under Paragraph 12.1 shall include, but are not limited to, a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 711 (Due Diligence) above: 12.2.1 [**] as of the submission date of the progress report; 12.2.2 [**] as of the submission date of the progress report; 12.2.3 [**] as of the submission date of the progress report; 12.2.4 [**] specified in Article 11 (Due Diligence); 12.2.5 [**] of Licensed Products including the anticipated and actual [**] of each Licensed Product; 12.2.6 [**] relating to the above items, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates if there are any [**]; 12.2.7 for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during first [**] years of this Agreement, a [**] in the reporting period; and 12.2.8 [**] by Licensee pursuant to Paragraph 4.2 of this Agreement. 8.3 LICENSEE also 12.3 If the Licensee fails to submit a timely progress report to The Regents, then The Regents will be entitled to terminate this Agreement, subject to Article 15 (Termination by The Regents). If either party terminates this Agreement before any Licensed Products are Sold or before this Agreement’s expiration, then a final progress report covering the period prior to termination must be submitted within [**] days of termination or expiration. 12.4 The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates, Joint Ventures, or Sublicensees. The Licensee will notify The Regents of any change of its status or that of any Affiliate, Joint Venture, or Sublicensee within [**] days of the change in status. 12.5 The Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, The Regents the date of first SALESale or other exploitation of a Licensed Product in each country in its first progress and royalty reports following such first Sale of a Licensed Product. 8.4 After 12.6 Beginning with the earlier of (i) the first SALE anywhere Sale or other exploitation of a Licensed Product or (ii) the first transaction that results in Sublicense Fees accruing to The Regents, the world, LICENSEE Licensee will make quarterly royalty and Sublicensee Fee reports to REGENTS within sixty The Regents on or before each February 28 (60) days after for the quarters quarter ending December 31), May 31 (for the quarter ending March 31), August 31 (for the quarter ending June 30, ) and November 30 (for the quarter ending September 30, and December 31, ) of each year. Each such royalty and Sublicensee Fee report will be substantially similar to APPENDIX A cover Licensee’s most recently completed calendar quarter and include will, at least the followinga minimum, show: 12.6.1 [**] and Net Sales of Licensed Products Sold or otherwise exploited (a) The number itemizing the [**] and any [**] therefrom), and any Attributed Income (itemizing the [**] and any [**] therefrom); 12.6.2 [**] of LICENSED PRODUCTS manufactured Licensed Product Sold or otherwise exploited; 12.6.3 the [**] each Licensed Product was made, used or Sold or otherwise exploited; 12.6.4 the [**], in United States dollars, payable with respect to Net Sales; 12.6.5 the [**], in United States dollars, payable with respect to [**]; 12.6.6 the [**], specifying all [**] taken and the number SOLDdollar amount of [**]; (b) Gross revenue from SALE of LICENSED PRODUCTS12.6.7 the [**] used, LICENSED SERVICES and LICENSED METHODif any; (c) NET SALES pursuant to Paragraph 2.512.6.8 the [**] and the [**] of the [**] of any [**] including the [**] the [**]; (d) Total royalties due REGENTS12.6.9 for each Licensed Product, the specific Patent Rights and Property Rights identified by UC Case Number exercised by the Licensee or any Affiliate, Joint Venture and Sublicensee in the course of making, using, selling, offering for Sale or importing such Licensed Product; and (e) Names and addresses 12.6.10 any other information reasonably necessary to confirm Licensee’s calculation of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterits financial obligations hereunder. 8.5 12.7 If no SALEs Sales of Licensed Products have occurred been made and no Licensed Products have been otherwise exploited and no Attributed Income is due to the Licensee during the report any reporting period, then a statement to this effect is required must be provided by the Licensee in the immediately subsequent royalty report for that periodand Sublicense Fee report.

Appears in 2 contracts

Samples: Exclusive License Agreement (Merrimack Pharmaceuticals Inc), Exclusive License Agreement (Merrimack Pharmaceuticals Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For 7.1 Within sixty (60) days of each June 30 and December 31 following the end of the six (6)-month period beginning [date] LICENSEE commencing on the Effective Date, Licensee will submit to REGENTS The Regents a semi-annual progress report covering LICENSEE's Licensee’s activities related to the development and testing of all LICENSED PRODUCTSLicensed Products, LICENSED SERVICES Licensed Services, and LICENSED METHOD and Licensed Methods, including the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE Sale occurs in the United States. 8.2 7.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE Licensee and any SUBLICENSEES Sublicensees so that REGENTS The Regents may evaluate and determine LICENSEELicensee’s progress in the development of LICENSED PRODUCTSLicensed Products, LICENSED SERVICESLicensed Services, and LICENSED METHODLicensed Methods, and in meeting its Licensee’s diligence obligations under Article 76, and will include (but not necessarily be limited to) the following: (a) summary of work completed and in progress; (b) current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.26.2; (c) anticipated market introduction dates for the LICENSED TERRITORIESLicensed Territory; and SUBLICENSEE’s (d) Sublicensees’ activities during the reporting period. 8.3 LICENSEE also 7.3 In Licensee’s progress report immediately subsequent to the first Sale of a Licensed Product, Licensed Methods, or a Licensed Service by Licensee or by a Sublicensee, Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, the date of such first SALESale. 8.4 7.4 After the first SALE anywhere in the worldSale of a Licensed Product, LICENSEE Licensed Methods, or a Licensed Service, Licensee will make quarterly royalty reports to REGENTS The Regents, to be accompanied by the corresponding Earned Royalty payment as required in Paragraph 5.2, within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number the volume of LICENSED PRODUCTS manufactured Licensed Products, Licensed Methods, and the number SOLD;Licensed Services Sold; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) Gross gross revenue from SALE Sale of LICENSED PRODUCTSLicensed Products, LICENSED SERVICES Licensed Methods, and LICENSED METHODLicensed Services; (c) NET SALES Net Sales pursuant to Paragraph 2.51.7, and the calculation of Net Sales, including all deductions taken, so that The Regents can confirm the calculation; (d) Total royalties total Earned Royalties due REGENTS; andThe Regents; (e) Names names and addresses of Sublicensees for any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT Sublicense Agreements entered into during the reporting quarter; and (f) reports should indicate which patent or patent application covers each Licensed Product, Licensed Methods, and Licensed Service Sold. 8.5 7.5 If no SALEs Sales of Licensed Products, Licensed Methods, or Licensed Services have occurred during the report period, the royalty report will contain a statement to this effect is required in the royalty report for that periodeffect.

Appears in 2 contracts

Samples: Exclusive License Agreement (Sage Therapeutics, Inc.), Exclusive License Agreement (Sage Therapeutics, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For the each [***] period beginning [date] July 1, 2014, LICENSEE will submit to REGENTS a semi-annual [***] progress report covering LICENSEE's ’s activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD METHODS and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES sublicensees so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHODMETHODS, and in meeting its diligence obligations under Article 7, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIESTERRITORY; and SUBLICENSEE’s sublicensees’ activities during the reporting period.. 4D Molecular Therapeutics LLC Exclusive License 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 After the first SALE anywhere in the world, LICENSEE will make quarterly [***] royalty reports to REGENTS within sixty [***] (60[***]) days after the quarters ending March 31, June 30, September 30, and December 31, of each year[***]. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHODMETHODS; (c) NET SALES pursuant to Paragraph 2.52.6; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quartersublicensees. 8.5 If no SALEs SALES have occurred during the report reporting period, a statement to this effect is required in the royalty report for that period. 8.6 All reports under this Article 8 shall be treated as confidential information of LICENSEE.

Appears in 2 contracts

Samples: Exclusive License and Bailment Agreement (4D Molecular Therapeutics Inc.), Exclusive License and Bailment Agreement (4D Molecular Therapeutics Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE will Beginning September 30, 2003, and semi-annually thereafter, Licensee shall submit to REGENTS The Regents a semi-annual written progress report covering LICENSEELicensee's (and any Affiliate's or sublicensee's) activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing in the United Statesmarketing. These progress Progress reports will be made for all development activities are required until the first SALE commercial sale of a Licensed Product occurs in the United StatesU.S. and shall be again required if commercial sales of all Licensed Products are suspended or discontinued. All reports under this Article 7 shall be deemed the Confidential Information of Licensee pursuant to the terms of Article 28 (Secrecy). *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTSProgress reports submitted under Paragraph 8.1 shall include, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but are not be limited to) , the following: following topics: 8.2.1 a statement specifically addressing each diligence requirement of Article 7 (DUE DILIGENCE), 8.2.2 summary of work completed and completed, 8.2.3 key scientific discoveries; 8.2.4 summary of work in progress; , 8.2.5 current schedule of anticipated events and or milestones, 8.2.6 market plans for introduction of Licensed Product, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during and 8.2.7 a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE also will Licensee has a continuing responsibility to keep The Regents informed of the large or small business entity status (as defined by the U.S. Patent and Trademark Office) of itself and its sublicensees and Affiliates. 8.4 Licensee shall report to REGENTS The Regents in its immediately subsequent progress and royalty reports, report the date of first SALEcommercial sale of a Licensed Product in each country. 8.4 8.5 After the first SALE commercial sale of a Licensed Product anywhere in the world, LICENSEE will Licensee shall make quarterly royalty reports to REGENTS within sixty The Regents on or before each February 28 (60for the quarter ending December 31) days after May 31 (for the quarters quarter ending March 31), August 31 (for the quarter ending June 30, ) and November 30 (for the quarter ending September 30, and December 31, ) of each year. Each such royalty report will be substantially similar cover Licensee's most recently completed calendar quarter and will show: 8.5.1 the gross sales and Net Sales of Licensed Product sold during the most recently completed calendar quarter; 8.5.2 the number of each type of Licensed Product sold; 8.5.3 the royalties, in U.S. dollars, payable with respect to APPENDIX sales of Licensed Product; 8.5.4 the method used to calculate the royalty; 8.5.5 the exchange rates used; 8.5.6 a justification in writing for the values of A and include at least B along with the following: (a) The number method of LICENSED PRODUCTS manufactured their calculation if combination products are sold and Licensee wishes to apply the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to [*** Redacted] as discussed in Paragraph 2.5; (d) Total royalties due REGENTS1.4 "Net Sales"; and (e) Names 8.5.7 written evidence of license agreements with third parties that include the third parties' agreement to a proportional reduction in royalties due, evidence of payments made to such third *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and addresses Exchange Commission. Omitted portions have been filed separately with the Commission. parties under such license agreements, and the method of any new SUBLICENSEES along with a summary calculation of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterreduced royalty rate if Licensee wishes to implement a reduction in royalties due under Paragraph 6.2. 8.5 8.6 If no SALEs sales of Licensed Product have occurred been made during the report any reporting period, then a statement to this effect is required in the royalty report for that periodrequired.

Appears in 1 contract

Samples: Exclusive License Agreement (Nanosys Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 7.1 For the period beginning [date] LICENSEE January 10, 2010, within sixty (60) days of each subsequent June 30 and December 31, Licensee will submit to REGENTS The Regents a semi-annual progress report covering LICENSEELicensee's activities related to the development and testing of all LICENSED PRODUCTSLicensed Products, LICENSED SERVICES Licensed Services and LICENSED METHOD Licensed Methods and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE Sale occurs in the United States. 8.2 7.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE Licensee and any SUBLICENSEES Sublicensees so that REGENTS The Regents may evaluate and determine LICENSEELicensee’s progress in development of LICENSED PRODUCTSLicensed Products, LICENSED SERVICESLicensed Services, and LICENSED METHODLicensed Methods, and in meeting its diligence obligations under Article 76, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.26.2; anticipated market introduction dates for the LICENSED TERRITORIESLicensed Territory; and SUBLICENSEE’s Sublicensees’ activities during the reporting period. 8.3 LICENSEE also 7.3 In Licensee’s progress report immediately subsequent to the first Sale by Licensee or a Sublicensee of Licensed Products or Licensed Services, Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, the date of such first SALESale. 8.4 7.4 After the first SALE anywhere in the worldSale of a Licensed Product or Licensed Service, LICENSEE Licensee will make quarterly royalty reports to REGENTS The Regents within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS Licensed Products manufactured and the number SOLDof Licensed Products and Licensed Services Sold, and if applicable, indicating which Licensed Products and Licensed Services are Combination Products and Combination Services; (b) Gross revenue from SALE Sale of LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHODLicensed Services; (c) NET SALES Net Sales pursuant to Paragraph 2.51.7; (d) Total royalties Earned Royalties due REGENTSThe Regents; and (e) Names and addresses of any new SUBLICENSEES Sublicensees along with a summary of the material terms of each new SUBLICENSE AGREEMENT Sublicense Agreement entered into during the reporting quarter. 8.5 7.5 If no SALEs Sales have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Exclusive License Agreement (Octus Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE will 7.1 Beginning September 1, 1997, and annually thereafter, Licensee shall submit to REGENTS Rutgers a semi-annual progress report covering LICENSEELicensee's activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing in the United Statesmarketing. These progress reports will shall be made for all development activities until each Licensed Product in each country of the first SALE occurs in the United StatesTerritory. 8.2 Each 7.2 The progress reports submitted under section 7.1, which may be presented as a two (2) page report prior to commercial introduction of Licensed Product, shall include sufficient information (taking into due consideration that a two (2) page report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and contain significantly less detail) to enable Rutgers to reasonably determine LICENSEE’s Licensee's progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting fulfilling its diligence obligations under Article 76, and will include (including, but not be limited to) , the followingfollowing topics: - summary of work completed and - summary of work in progress; , including product development and testing and progress in obtaining government approvals - current schedule of anticipated events and milestones, including diligence or milestones under Paragraph 7.2; anticipated - summary of market plans for introduction dates for of Licensed Products in countries of the LICENSED TERRITORIES; and SUBLICENSEE’s activities during Territory in which Licensed Products have not yet been introduced - summary of resources (dollar value) spent in the reporting periodperiod for research, development, and marketing of Licensed Products - summary of activities in obtaining sublicensees and activities of sublicensees - the most recent certified financial statements 7.3 Licensee shall have a continuing responsibility to keep Rutgers informed of the large/small entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, 7.4 Licensee shall notify Rutgers of the date of first SALEcommercial sale of each Licensed Product in each country in the first report due after such commercial introduction. 8.4 7.5 After the first SALE commercial sale of a Licensed Product anywhere in the world, LICENSEE Licensee will make quarterly royalty reports to REGENTS within sixty (60) Rutgers on or before the date 30 days after the quarters ending March 31, June 30, September 30, and December 31, of each year. calendar quarter. 7.6 Each such royalty report will be substantially similar to APPENDIX A and include at least the following: show (a) The number the units and gross sales and Net Sales of LICENSED PRODUCTS manufactured and the number SOLD; each type of Licensed Product sold by Licensee on which royalties have not been paid, including a clear indication of how Net Sales were calculated; (b) Gross revenue from SALE of LICENSED PRODUCTSthe royalties, LICENSED SERVICES and LICENSED METHOD; in U.S. dollars, payable hereunder with respect to such sales on which payment has been received; (c) NET SALES pursuant the method used to Paragraph 2.5; calculate the royalty; and (d) Total royalties due REGENTSthe exchange rates used, if any; and and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterother information reasonably requested by Rutgers. 8.5 7.7 If no SALEs sales of Licensed Products have occurred been made during the report any reporting period, a statement to this effect is required in the royalty report for that periodshall be made by Licensee.

Appears in 1 contract

Samples: Exclusive License Agreement (Phytotech Inc /Nj/)

PROGRESS AND ROYALTY REPORTS. 8.1 For 9.1 Beginning February 28, 2001 and semi-annually thereafter, the period beginning [date] LICENSEE will Licensee shall submit to REGENTS The Regents a semi-annual progress report covering LICENSEE's the Licensee’s (and any Affiliate or Sublicensee’s) activities related to regarding the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining of any governmental approvals necessary governmental approvals, if any, for marketing in the United Statesmarketing. These progress Progress reports will be made for all development activities are required until the first SALE Commercial Sale of the first Licensed Product occurs in the United States, at which time the Licensee may discontinue such reports; provided that such reports may again be required by The Regents if Commercial Sales of such Licensed Product are suspended or discontinued. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS9.2 Progress reports submitted under Paragraph 9.1 shall include, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but are not be limited to) , the followingfollowing topics, as they specifically refer to Licensed Products: summary of work completed and • key scientific discoveries • summary of work in progress; progress • current schedule of anticipated events or milestones • market plans for introduction of Licensed Products, and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during • a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE also will 9.3 The Licensee has a continuing obligation to keep The Regents’ informed of the large/small business entity status (as defined by the United States Patent and Trademark Office) of itself and its Sublicensees and Affiliates. 9.4 The Licensee shall report to REGENTS The Regents the date of first Commercial Sale of a Licensed Product in each country in its immediately subsequent progress and royalty reports, the date of first SALEreport (as described below). 8.4 9.5 After the first SALE Commercial Sale of a Licensed Product anywhere in the world, LICENSEE will the Licensee shall make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March The Regents on or before each February 28, May 31, June 30, September 30, August 31 and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A cover the Licensee’s most recently completed calendar quarter and include at least the following: will show (a) The number the gross sales and Net Sales of LICENSED PRODUCTS manufactured and Licensed Products sold during the number SOLD; most recently completed calendar quarter; (b) Gross revenue from SALE the number of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; each type of Licensed Product sold; (c) NET SALES pursuant the earned royalties, in U.S. dollars, payable with respect to Paragraph 2.5; sales of Licensed Products; (d) Total royalties due REGENTSthe method used to calculate the earned royalties; and and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterexchange rates used (if applicable). 8.5 9.6 If no SALEs sales of Licensed Products have occurred been made during the report any reporting period, Licensee shall provide a statement to this effect is required in the royalty report for that periodeffect.

Appears in 1 contract

Samples: Exclusive License Agreement (NeurogesX Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE will 15.1 Beginning September 30, 2002, and semi-annually thereafter, Licensee shall submit to REGENTS The Regents a semi-annual written progress report covering LICENSEE's Licensee’s and any Affiliates’, Joint Ventures’, Development Partners’ and Sublicensees’ activities related to the development and testing of all LICENSED PRODUCTSLicensed Products and Licensed Services, LICENSED SERVICES and LICENSED METHOD and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Section 14 (Due Diligence) above. These progress Progress reports will be made are required for all development activities each Licensed Product until the first SALE Final Sale of that Licensed Product occurs in the United StatesU.S. and shall be again required if commercial sales of such Licensed Products are suspended or discontinued. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS15.2 Progress reports submitted under Section 15.1 shall include, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but are not be limited to, the following information: (i) the following: summary of work completed and completed; (ii) key scientific discoveries; (iii) summary of work in progress; (iv) current schedule of anticipated events or milestones; (v) market plans for introduction of Licensed Products and milestones, including diligence milestones under Paragraph 7.2Licensed Service (if applicable); anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during (vi) a summary of resources (dollar value) spent in the reporting period, including a detailed summary of any such resources spent towards achieving the diligence requirements set forth in Section 14 (Due Diligence), or, if no such resources were spent in such reporting period, a statement to that effect; (vii) Licensee’s progress in developing any New Patent Products elected for commercial development by Licensee pursuant to Section 4.3 of this Agreement; and (viii), if the progress report contains material nonpublic information, a statement to that effect and a statement specifically identifying such material nonpublic information. 8.3 LICENSEE also will 15.3 Licensee has a continuing responsibility to keep The Regents informed of the small business entity status (as defined by the U.S. Patent and Trademark Office) of itself and any Affiliates, Joint Ventures, Sublicensees and Development Partners. 15.4 Licensee shall report to REGENTS The Regents the date of the first Final Sale of a Licensed Product in each country in its immediately subsequent first progress and royalty reports, the date reports following such first Final Sale of first SALEa Licensed Product. 8.4 After the first SALE anywhere in the world, LICENSEE will 15.5 Licensee shall make quarterly royalty Royalty and Sublicense Fee reports to REGENTS within sixty The Regents on or before each February 28 (60) days after for the quarters Reporting Period ending December 31), May 31 (for the Reporting Period ending March 31), August 31 (for the Reporting Period ending June 30, ) and November 30 (for the Reporting Period ending September 30, and December 31, ) of each year. Each such royalty Royalty and Sublicense Fee report will be substantially similar cover Licensee’s most recently completed calendar quarter and will, at a minimum, contain the following information: (i) the gross sales and Net Sales of Licensed Products and Licensed Services and any Attributed Income (itemizing the applicable gross proceeds and any deductions therefrom) due to APPENDIX A and include at least Licensee during the following: subject Reporting Period; (aii) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of plans to market each Licensed Product and Licensed Service; (iii) the material terms number of each new SUBLICENSE AGREEMENT entered into during type of Licensed Products and Licensed Services sold, transferred, leased, exchanged or otherwise disposed or provided, (iv) the reporting quarter. 8.5 If no SALEs have occurred during country in which each Licensed Product and Licensed Service was made, used or sold, transferred, leased, exchanged or otherwise disposed or provided; (v) the Royalties and Sublicense Fees, in U.S. dollars, payable with respect to Licensed Products, Licensed Services and Attributed Income; (vi) the method used to calculate the Royalties and the Sublicense Fees; (vii) the exchange rates used; (viii) for each Licensed Product and each Licensed Service, the specific Patent Rights identified by UC Case Number exercised by Licensee or any Affiliate, Joint Venture or Sublicensee in the course of making, having made, using, selling, offering for sale or importing such Licensed Product and/or using, selling or offering for sale such Licensed Service; and (ix), if the progress report periodcontains material nonpublic information, a statement to that effect and a statement specifically identifying such material nonpublic information. 15.6 If no Final Sales of Licensed Product or Licensed Service have been made and no Attributed Income is due to Licensee during any Reporting Period, then the report shall contain a statement to this effect is effect. 15.7 All progress and royalty reports required under this Section 15 shall be deemed the confidential information of Licensee and are subject to the obligations of confidentiality and restrictions on use set forth in the royalty report for that periodSection 36.

Appears in 1 contract

Samples: License Agreement (Renovis Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE 6.1 Licensee will submit to REGENTS provide The Regents with a semi-annual progress report covering LICENSEE's activities related to every six months beginning on August 31, 2000, and continuing until the first commercial sale in the United States, Europe, and Japan for each of the following Product categories: Covered Product, Identified Product, and Services. 6.2 The progress reports submitted under Paragraph 6.1 will cover the development and testing of all LICENSED PRODUCTSProducts, LICENSED SERVICES and LICENSED METHOD and the obtaining receipt of all governmental approvals necessary governmental approvalsfor the marketing of these Products. In particular, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTSinclude, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to, the following topics directly related to Products so that The Regents may determine Licensee's progress in developing and testing Products and whether Licensee has met its diligence obligations set forth in Article 5 (Due Diligence) the followingabove: - summary of work completed and - key scientific discoveries - summary of work in progress; progress - current schedule of anticipates events or milestones - anticipated events date of first commercial sale, which date shall not be required to be reported earlier than 6 months prior to such date, for Covered Products (if applicable), Identified Products, and milestonesServices (if applicable), including diligence milestones under Paragraph 7.2; anticipated market introduction dates for in the LICENSED TERRITORIES; United States, Europe and SUBLICENSEE’s Japan - activities during the reporting periodof Affiliates, Joint Ventures and sublicensees, if any. 8.3 LICENSEE also 6.3 The Licensee will report to REGENTS The Regents the first date Licensee receives Profits and the date of first commercial sale of each Product in the United States, Europe and Japan by reporting these dates in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 6.4 After the first SALE anywhere in commercial sale of a Product, the world, LICENSEE Licensee will make provide The Regents with quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March on or before each February 28, May 31, June 30, September 30August 31, and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A cover the most recently completed quarter (October through December, January through March, April through June, and include at least the followingJuly through September) and will show: (a) The number the Sublicense Fees, Service Revenues, gross sales and Net Sales of LICENSED PRODUCTS manufactured Products sold by the Licensee and its Affiliates, Joint Ventures, sublicensees, and the number SOLDProfits based on Service Products sold by a third party during the most recently completed calendar quarter; (b) Gross revenue from SALE the number of LICENSED PRODUCTSProducts; sold or distributed and the Profits received by the Licensee, LICENSED SERVICES its Affiliates, Joint Ventures, sublicensees, and LICENSED METHODthe number of Service Products; sold by a third party; (c) NET SALES pursuant the patent applications and patents contained in Patent Rights that either claim the Products or were used to Paragraph 2.5identify the Identified Products and Service Products. If neither Patent Rights claim the Products nor were the Patent Rights used to identify Identified Products and Service Products, then the Biological Materials or Non-Patent Products used to make or use the Products or identify the Identified Products and Service Products; (d) Total the royalties due REGENTSand Sublicense Fees paid in United States currency; (e) the exchange rates used, if any; and (ef) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during method used to calculate the reporting quarterroyalty, including all deductions taken. 8.5 6.5 If no SALEs sales have occurred been made on Products or no Profits have been received by Licensee during any reporting period after the report periodfirst commercial sale of a Product or the first date Profit were received, then a statement to this effect that fact is required in the royalty report for that periodrequired.

Appears in 1 contract

Samples: Exclusive License and Bailment Agreement (Senomyx Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For Beginning six (6) months after the period beginning [date] LICENSEE will Effective Date, and semi-annually thereafter, COMPANY shall submit to REGENTS UW a semi-annual progress report covering LICENSEECOMPANY's activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES a Bovine Pregnancy Test and LICENSED METHOD Licensed Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing in the United Statesmarketing. These progress reports will shall be made for all development activities until each Bovine Pregnancy Test and Licensed Product in each country of the first SALE occurs in the United StatesTerritory. 8.2 Each The progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and reports submitted under section 9.1 shall include sufficient information to enable UW to determine LICENSEE’s COMPANY's progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting fulfilling its diligence obligations under Article 7, and will include (including, but not be limited to) , the followingfollowing topics: - summary of work completed and - summary of work in progress; , including product development and testing and progress in obtaining government approvals - current schedule of anticipated events or milestones market plans for introduction of Bovine Pregnancy Test and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for Licensed Products in countries of the LICENSED TERRITORIES; and SUBLICENSEE’s activities during Territory in which Licensed Product has not been introduced - summary of resources (dollar value) spent in the reporting periodperiod for research, development, and marketing of Licensed Products - financial statements as of the end of the previous calendar quarter 8.3 COMPANY shall have a continuing responsibility to keep UW informed of the large/small entity status (as defined by the United States Patent and Trademark Office) of itself. 8.3 LICENSEE also will 8.4 COMPANY shall report to REGENTS UW in its immediately subsequent progress and royalty reports, report the date of first SALEcommercial sale of each Bovine Pregnancy Test or Licensed Product in each country. 8.4 8.5 After the first SALE commercial sale of a Bovine Pregnancy Test or Licensed Product anywhere in the world, LICENSEE COMPANY will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March UW on or before each February 28, May 31, June 30, September 30, August 31 and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A cover COMPANY's most recently completed calendar quarter and include at least the following: will show (a) The number the units and gross sales and Net Sales of LICENSED PRODUCTS manufactured each type of Bovine Pregnancy Test and the number SOLD; Licensed Product sold by COMPANY on which royalties have not been paid, including a clear indication of how Net Sales were calculated; (b) Gross revenue from SALE of LICENSED PRODUCTSthe royalties and fees, LICENSED SERVICES and LICENSED METHOD; in U.S. dollars, payable hereunder, (c) NET SALES pursuant the method used to Paragraph 2.5; calculate the royalty; (d) Total royalties due REGENTSthe exchange rates used, if any; and and (ed) Names and addresses of any new SUBLICENSEES along with a summary of other information relating to the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterforegoing reasonably requested by UW. 8.5 8.6 If no SALEs sales of Bovine Pregnancy Test or Licensed Products have occurred been made during the report any reporting period, a statement to this effect shall be made by COMPANY. 9.1 COMPANY shall keep and cause its Affiliates to keep books and records in accordance with generally acceptable accounting principles accurately showing all transactions and information relating to this Agreement. Such books and records shall be preserved for at least five (5) years from the date of the entry to which they pertain and shall be open to inspection by representatives or agents of UW at reasonable times upon reasonable notice. 9.2 The fees and expenses of UW's representatives performing such an examination shall be borne by UW. However, if an error in royalties of more than five percent (5%) of the total royalties due for any year is required discovered, or if as a result of the examination it is determined that COMPANY is in material breach of its other obligations under this Agreement, then the fees and expenses of these representatives shall be borne by COMPANY, and COMPANY shall promptly reimburse UW for reasonably documented audit expenses as well as all overdue royalty report for that periodand late interest payments.

Appears in 1 contract

Samples: Technology Transfer Agreement (Aspenbio Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE will 7.1 Beginning February 28, 1994 and semi-annually thereafter, Licensee shall submit to REGENTS The Regents, for the purpose only of allowing The Regents to follow the progress of development, a semi-annual brief progress report in a form reasonably satisfactory to The Regents covering LICENSEE's the activities of Licensee and its sublicensees related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing in the United Statesmarketing. These Such progress reports will shall be made for all development activities each Licensed Product in each country of the Territory until the first SALE commercial sale of such Licensed Product occurs in the United Statessuch country and thereafter (no more often than annually) if reasonably requested by The Regents. 8.2 Each 7.2 The progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and reports submitted under section 7.1 shall include sufficient information to enable The Regents to determine LICENSEE’s Licensee's progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting fulfilling its diligence obligations under Article 76 including, and will include (but not be limited to) , the followingfollowing topics: - summary of work completed and - key scientific discoveries - summary of work in progress; progress - current schedule of anticipated events and milestones, including diligence or milestones under Paragraph 7.2; anticipated - market plans for introduction dates for of Licensed Products in countries of the LICENSED TERRITORIES; and SUBLICENSEE’s activities during Territory in which Licensed Product has not been introduced - a summary of resources (dollar value) spent in the reporting periodperiod for research, development and marketing of Licensed Product - activities in obtaining sublicensees and activities of sublicensees - progress under the Research Agreements 7.3 Licensee shall have a continuing responsibility to keep The Regents informed of the large/ small entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees. 8.3 LICENSEE also will 7.4 Licensee shall report to REGENTS The Regents in its immediately subsequent progress and royalty reports, report the date of first SALEcommercial sale of a Licensed Product in each country. 8.4 7.5 After the first SALE commercial sale of a Licensed Product anywhere in the world, LICENSEE will Licensee shall make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March The Regents on or before each February 28, May 31, June 30, September 30, August 31 and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: shall show (a) The number the units and gross sales and Net Sales through the end of LICENSED PRODUCTS manufactured and the number SOLD; most recent calendar quarter of each type of Licensed Products on which royalties have not been paid; (b) Gross revenue from SALE of LICENSED PRODUCTSthe royalties, LICENSED SERVICES and LICENSED METHOD; in U.S. dollars, payable hereunder with respect to such sales; (c) NET SALES pursuant the method used to Paragraph 2.5; calculate the royalty; and (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterexchange rates used, if any. 8.5 7.6 If no SALEs sales of Licensed Products have occurred been made during the report any reporting period, a statement to this effect is required in the royalty report for that periodshall be made by Licensee.

Appears in 1 contract

Samples: Development, Marketing and Cooperation Agreement (Mgi Pharma Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE 9.1 Licensee will submit to REGENTS Regents a semi-annual progress report covering LICENSEE's Licensee’s activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining of necessary the governmental approvalsapprovals necessary, if any, for marketing in the United States. These progress reports will be made for all development activities Licensed Products until the first SALE commercial sale of such Licensed Products occurs in the United States, after which time progress reports will no longer be due. These reports will be due on or before the following dates of each calendar year: a) February 28 for the preceding six month period ending December 31; and b) August 31 for the preceding six month period ending June 30. The first Progress Report will be due February 28, 2000. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations 9.2 Progress reports submitted under Article 7, and will Paragraph 9.1 shall include (but not be limited to) the followingfollowing topics: summary of work completed *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Alien Technology Corporation Page 16 Exclusive License U.C. Case No.: B94-014 Confidential June 29, 1999 • key scientific discoveries • summary of work in progress; progress • current schedule of anticipated events and milestones, including diligence or milestones under Paragraph 7.2; anticipated market plans for introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during of Licensed Products • a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALEcommercial sale of a Licensed Product, and • activities of sublicensees, if any. 8.4 9.3 After the first SALE commercial sale of Licensed Products anywhere in the world, LICENSEE Licensee will make quarterly royalty reports to REGENTS within sixty (60) days after Regents due on the quarters following dates: • February 28 for the calendar quarter ending December 31 • May 31 for the calendar quarter ending March 31, 31 • August 31 for the calendar quarter ending June 30, 30 • November 30 for the calendar quarter ending September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and 9.4 Royalty reports submitted under Paragraph 9.3 shall include at least the following: (a) The number of LICENSED PRODUCTS Licensed Products manufactured and the number SOLD; of Licensed Products sold (b) Gross revenue from SALE if no sales of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred Licensed Product was made during the report period, a statement to this effect is required in required); b) Gross revenue for Licensed Products sold; c) Net Sales pursuant to Article 2.4; d) Total royalties due Regents; and *** Confidential treatment requested pursuant to a request for confidential treatment filed with the royalty report for that periodSecurities and Exchange Commission. Omitted portions have been filed separately with the Commission. Alien Technology Corporation Page 17 Exclusive License U.C. Case No.: B94-014 Confidential June 29, 1999 e) Names and addresses of any new sublicensees; a summary of the material terms of each new sublicense agreement entered into during the reporting quarter; and the small entity status of the sublicensee.

Appears in 1 contract

Samples: Exclusive License (Alien Technology Corp)

PROGRESS AND ROYALTY REPORTS. 8.1 6.1 For the six (6)-month period beginning [date] LICENSEE July 3, 2021, within sixty (60) days of each June 30 and December 31 following the end of such six (6)-month period, Licensee will submit to REGENTS Licensor a semi-annual progress report covering LICENSEELicensee's activities related to the development and testing of all LICENSED PRODUCTSLicensed Products, LICENSED SERVICES Licensed Services, and LICENSED METHOD and Licensed Methods, including the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE Sale occurs in the United States. 8.2 6.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE Licensee and any SUBLICENSEES Sublicensees so that REGENTS Licensor may evaluate and determine LICENSEELicensee’s progress in the development of LICENSED PRODUCTSLicensed Products, LICENSED SERVICESLicensed Services, and LICENSED METHODLicensed Methods, and in meeting its Licensee’s diligence obligations under Article 75, and will include (but not be limited to) the following: : (a) summary of work completed and in progress; ; (b) current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; 5.2; (c) anticipated market introduction dates for the LICENSED TERRITORIESLicensed Territory; and SUBLICENSEE’s and (d) Sublicensees’ activities during the reporting period. 8.3 LICENSEE also 6.3 In Licensee’s progress report immediately subsequent to the first Sale of a Licensed Product or a Licensed Service by Licensee or by a Sublicensee, Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, the date of such first SALESale. 8.4 6.4 After the first SALE anywhere in the worldSale of a Licensed Product or a Licensed Service, LICENSEE Licensee will make quarterly royalty reports to REGENTS Licensor, to be accompanied by the corresponding Earned Royalty payment as required in Paragraph 4.2, within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number the volume of LICENSED PRODUCTS manufactured Licensed Products and the number SOLDLicensed Services Sold; (b) Gross gross revenue from SALE Sale of LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHODLicensed Services; (c) NET SALES Net Sales pursuant to Paragraph 2.51.7, and the calculation of Net Sales, including all deductions taken, so that Licensor can confirm the calculation; (d) Total royalties total Earned Royalties due REGENTSLicensor; and (e) Names names and addresses of Sublicensees for any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT Sublicenses entered into during the reporting quarter. 8.5 6.5 If no SALEs Sales of Licensed Products or Licensed Services have occurred during the report period, the royalty report will contain a statement to this effect is required in the royalty report for that periodeffect.

Appears in 1 contract

Samples: Exclusive Patent License Agreement (Artelo Biosciences, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning 5.1 Beginning February 28, 2001, and [date] LICENSEE will CONFIDENTIAL TREATMENT REQUESTED]* thereafter, Licensee shall submit to REGENTS The Regents a semi-annual progress report covering LICENSEE's Licensee’s activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Patent Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing marketing. These progress reports shall be provided to The Regents to cover the progress of the research and development of the Patent Products until their first commercial sale in the United States. These * [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.2 The progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTSsubmitted under Paragraph 5.1 shall include, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to, the following topics so that The Regents may be able to determine the progress of the development of Patent Products and may also be able to determine whether or not Licensee has met its diligence obligations set forth in Article 4 (DUE DILIGENCE) the followingabove: ° summary of work completed and completed, ° key scientific discoveries, ° summary of work in progress; , ° current schedule of anticipated events and or milestones, including diligence milestones under Paragraph 7.2; anticipated ° market plans for introduction dates for the LICENSED TERRITORIES; of Patent Products, and SUBLICENSEE’s activities during ° a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE 5.3 Licensee also will agrees to report to REGENTS The Regents in its immediately subsequent progress and royalty reports, report the date of first SALEcommercial sale of a Patent Product(s) in each country. 8.4 5.4 After the first SALE anywhere in the worldcommercial sale of a Patent Product, LICENSEE Licensee will make provide The Regents with quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March The Regents on or before each February 28, May 31, June 30, September 30, August 31 and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A cover Licensee’s most recently completed calendar quarter (October through December, January through March, April through June, and include at least the followingJuly through September) and will show: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: License Agreement (Syneron Medical Ltd.)

PROGRESS AND ROYALTY REPORTS. 8.1 For 12.1 Beginning on [*], and [*] thereafter, the period beginning [date] LICENSEE Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 12.2 below covering LICENSEE's the Licensee’s (and any Affiliates’, Joint Ventures’ or Sublicensee’s) activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHOD Licensed Services and related to the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 9 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product and Licensed Service until the first SALE Sale or other exploitation of a Licensed Product or Licensed Service occurs in the United StatesStates and shall be again required if Sales of such Licensed Product or Licensed Service are suspended or discontinued. 8.2 Each progress report will be 12.2 Progress reports submitted under Paragraph 12.1 shall include, but are not limited to, a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, Licensed Services and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 7, and will include 11 (but not be limited toDue Diligence) the following: above: 12.2.1 a summary of work completed and as of the submission date of the progress report; 12.2.2 key scientific discoveries under Patent Rights as of the submission date of the progress report; 12.2.3 a summary of work in progress; progress under Patent Rights as of the submission date of the progress report; 12.2.4 current schedule of anticipated events and milestonesmilestones under Patent Rights, including diligence those event and milestones under Paragraph 7.2; specified in Article 11 (Due Diligence); 12.2.5 commencing [*] before the anticipated date of receiving FDA approval of a first Licensed Product or a first Licensed Service, a summary of market plans for introduction of Licensed Products and Licensed Services including the anticipated and actual market introduction dates for of each Licensed Product or Licensed Service; 12.2.6 a summary Sublicensees’ activities relating to the LICENSED TERRITORIESabove items, if there are any Sublicensees; and SUBLICENSEE’s activities during [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 12.2.7 a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE also 12.3 If the Licensee fails to submit a timely progress report to The Regents, and does not cure such failure within [*] of written notice from The Regents specifying such failure, then The Regents will be entitled to terminate this Agreement pursuant to Article 15. If either Party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement’s expiration, then a final progress report covering the period prior to termination must be submitted within [*] of termination or expiration. 12.4 The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates, Joint Ventures, or Sublicensees. The Licensee will notify The Regents of any change of its status or that of any Affiliate, Joint Venture, or Sublicensee within [*] of the change in status. 12.5 The Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, The Regents the date of first SALESale or other exploitation of a Licensed Product or Licensed Service in each country in its first progress and royalty reports following such first Sale of a Licensed Product or Licensed Service. 8.4 After 12.6 Beginning with the earlier of (i) the first SALE anywhere Sale or other exploitation of a Licensed Product or Licensed Service or (ii) the first transaction that results in Sublicense Fees accruing to The Regents, the world, LICENSEE Licensee will make quarterly royalty [*] Earned Royalty and Sublicensee Fee reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, The Regents on or before [*] of each year. Each such royalty Earned Royalty and Sublicensee Fee report will be substantially similar to APPENDIX A cover Licensee’s most recently completed calendar quarters and include will, at least the followinga minimum, show: 12.6.1 the gross invoice prices and Net Sales of Licensed Products or Licensed Services Sold or otherwise exploited (aitemizing the applicable gross proceeds and any deductions therefrom), any Attributed Income (itemizing the applicable gross proceeds and any deductions therefrom) The number and any Service Income (itemizing the applicable gross proceeds and any deductions therefrom) due to the Licensee; 12.6.2 the quantity of LICENSED PRODUCTS manufactured each type of Licensed Product and/or Licensed Service Sold or otherwise exploited; 12.6.3 the country in which each Licensed Product and Licensed Service was made, used or Sold or otherwise exploited; [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 12.6.4 the Earned Royalties, in United States dollars, payable with respect to Net Sales and Service Income in each year; 12.6.5 the Sublicense Fees, in United States dollars, payable with respect to Attributed Income; 12.6.6 the method used to calculate the Earned Royalty, specifying all deductions taken and the number SOLDdollar amount of each such deduction; (b) Gross revenue from SALE of LICENSED PRODUCTS12.6.7 the exchange rates used, LICENSED SERVICES and LICENSED METHODif applicable; (c) NET SALES pursuant 12.6.8 the amount of the cash equivalent of any non-cash consideration including the method used to Paragraph 2.5; (d) Total royalties due REGENTScalculate the non-cash consideration; and (e) Names 12.6.9 for each Licensed Product and addresses each Licensed Service, the specific Patent Rights identified by UC Case Number exercised by the Licensee or any Affiliate, Joint Venture or Sublicensee in the course of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quartermaking, using, selling, offering for Sale or importing such Licensed Product and/or using, selling or offering for Sale such Licensed Service. 8.5 12.7 If no SALEs Sales of Licensed Products and Licensed Services have occurred been made and no Licensed Products and Licensed Services have been otherwise exploited and no Attributed Income is due to the Licensee during the report any reporting period, then a statement to this effect is required must be provided by the Licensee in the royalty report for that periodimmediately subsequent Earned Royalty and Sublicense Fee report.

Appears in 1 contract

Samples: Exclusive License Agreement (Principia Biopharma Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For 7.1 Beginning one (1) year after the period beginning [date] LICENSEE will Effective Date, and annually thereafter, Licensee shall submit to REGENTS Rutgers a semi-annual progress report covering LICENSEE's Licensee’s activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing in the United Statesmarketing. These progress reports will shall be made for all each Licensed Product in each country of the Territory. Licensee shall also provide copies to Rutgers in a timely fashion of any other status reports prepared with respect to its development activities until the first SALE occurs efforts in the United Statesordinary course of business by or on its behalf. 8.2 Each 7.2 The progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and reports submitted under section 7.1 shall include sufficient information to enable Rutgers to determine LICENSEELicensee’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting fulfilling its diligence obligations under Article 76, and will include (including, but not be limited to) , the followingfollowing topics: summary of work completed and • summary of work in progress; , including product development and testing and progress in obtaining government approvals • current schedule of anticipated events and milestones, including diligence or milestones under Paragraph 7.2; anticipated • general market plans for introduction dates for of Licensed products in countries of the LICENSED TERRITORIES; and SUBLICENSEE’s activities during Territory in which Licensed product has not been introduced • general summary of resources (dollar value) spent in the reporting periodperiod for research, development, and marketing of Licensed Products • summary of activities in obtaining sublicensees and summary of activities of sublicensees • copies of most recently available audited financial reports or certified financial statements, as the case may be 7.3 Licensee shall have a continuing responsibility to keep Rutgers informed of the large/small entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees. 8.3 LICENSEE also will 7.4 Licensee shall report to REGENTS Rutgers in its immediately subsequent progress and royalty reports, report the date of first SALEcommercial sale of each Licensed Product in each country. 8.4 7.5 After the first SALE commercial sale of a Licensed Product anywhere in the world, LICENSEE Licensee will make quarterly semi-annual royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, Rutgers on or before each June 30, September 30, 30 and December 31, 31 of each year. Each such royalty report will be substantially similar to APPENDIX A cover Licensee’s most recently completed calendar semi-annual period and include at least the following: will show (a) The number the units and gross sales and Net Sales of LICENSED PRODUCTS manufactured and the number SOLD; each type of Licensed Product sold by Licensee on which royalties have not been paid, including a clear indication of how Net Sales were calculated; (b) Gross revenue from SALE the royalties and fees, in U.S. dollars, payable hereunder, including a breakdown, where more than one patent is licensed hereunder, of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; how royalty income is allocated among the patents; (c) NET SALES pursuant the method used to Paragraph 2.5; calculate the royalty; (d) Total royalties due REGENTSthe exchange rates used, if any; and and (ed) Names and addresses of any new SUBLICENSEES along with a summary of other information relating to the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterforegoing reasonably requested by Rutgers. 8.5 7.6 If no SALEs sales of Licensed Products have occurred been made during any reporting period subsequent to the report periodfirst reporting period that commercial sales of a Licensed Product are made, a statement to this effect is required in the royalty report for that periodshall be made by Licensee.

Appears in 1 contract

Samples: Exclusive License Agreement (Adherex Technologies Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 7.1 For the six (6)-month period beginning [date] LICENSEE commencing June 30, 2017, and within sixty (60) days of each December 31 and June 30 following the end of such six (6)-month period, Licensee will submit to REGENTS The Regents a semi-annual progress report covering LICENSEELicensee's activities related to the development and testing of all LICENSED PRODUCTSLicensed Products, LICENSED SERVICES Licensed Services, and LICENSED METHOD and Licensed Methods, including the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE Sale occurs in the United States. 8.2 7.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE Licensee and any SUBLICENSEES Sublicensees so that REGENTS The Regents may evaluate and determine LICENSEELicensee’s progress in the development of LICENSED PRODUCTSLicensed Products, LICENSED SERVICESLicensed Services, and LICENSED METHODLicensed Methods, and in meeting its Licensee’s diligence obligations under Article 76, and will include (but not be limited to) the following: : (a) summary of work completed and in progress; (b) current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.26.2; (c) anticipated market introduction dates for the LICENSED TERRITORIESLicensed Territory; and SUBLICENSEE’s (d) Sublicensees’ activities during the reporting period. 8.3 LICENSEE also 7.3 If Licensee’s progress report is immediately subsequent to the first Sale of a Licensed Product, Licensed Method, or a Licensed Service by Licensee or by a Sublicensee, Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, the date of such first SALESale. 8.4 7.4 After the first SALE anywhere in the worldSale of a Licensed Product, LICENSEE Licensed Method, or a Licensed Service, Licensee will make quarterly royalty reports to REGENTS The Regents, to be accompanied by the corresponding Earned Royalty payment as required in Paragraph 5.2, within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number the volume of LICENSED PRODUCTS manufactured Licensed Products, Licensed Method, and the number SOLDLicensed Services Sold; (b) Gross gross revenue from SALE Sale of LICENSED PRODUCTSLicensed Products, LICENSED SERVICES Licensed Method, and LICENSED METHODLicensed Services; (c) NET SALES Net Sales pursuant to Paragraph 2.51.7, and the calculation of Net Sales, including all deductions taken, so that The Regents can confirm the calculation; (d) Total royalties total Earned Royalties due REGENTS; andThe Regents; (e) Names names and addresses of Sublicensees for any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT Sublicenses entered into during the reporting quarter; and (f) indicate which patent or patent application covers each Licensed Product and Licensed Service Sold. 8.5 7.5 If no SALEs Sales of Licensed Products, Licensed Method, or Licensed Services have occurred during the report period, the royalty report will contain a statement to this effect is required in the royalty report for that periodeffect.

Appears in 1 contract

Samples: Exclusive License Agreement

PROGRESS AND ROYALTY REPORTS. 8.1 7.1 For the period beginning [date] ], LICENSEE will submit to REGENTS a semi-annual progress report covering LICENSEE's activities related to the development and testing of all LICENSED PRODUCTS., LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary the governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 7.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES sublicensees so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 76, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.26.2 above; anticipated market introduction dates for the LICENSED TERRITORIESlicensed territories; and SUBLICENSEEsublicensee’s activities during the reporting period. 8.3 7.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 7.4 After the first commercial SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES SERVICES, and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5;; and (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 7.5 If no SALEs SALES have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Non Exclusive License Agreement

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE will 7.1 Beginning February 28, 1994 and semi-annually thereafter, Licensee shall submit to REGENTS The Regents, for the purpose only of allowing The Regents to follow the progress of development, a semi-annual brief progress report in a form reasonably satisfactory to The Regents covering LICENSEE's the activities of Licensee and its sublicensees related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing in the United Statesmarketing. These Such progress reports will shall be made for all development activities each Licensed Product in each country of the Territory until the first SALE commercial sale of such Licensed Product occurs in the United Statessuch country and thereafter (no more often than annually) if reasonably requested by The Regents. 8.2 Each 7.2 The progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and reports submitted under section 7.1 shall include sufficient information to enable The Regents to determine LICENSEE’s Licensee's progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting fulfilling its diligence obligations under Article 76 including, and will include (but not be limited to) , the followingfollowing topics: - summary of work completed and - key scientific discoveries - summary of work in progress; progress - current schedule of anticipated events and milestones, including diligence or milestones under Paragraph 7.2; anticipated - market plans for introduction dates for of Licensed Products in countries of the LICENSED TERRITORIES; and SUBLICENSEE’s activities during Territory in which Licensed Product has not been introduced - a summary of resources (dollar value) spent in the reporting periodperiod for research, development and marketing of Licensed Product - activities in obtaining sublicensees and activities of sublicensees - progress under the Research Agreements 7.3 Licensee shall have a continuing responsibility to keep The Regents informed of the large/small entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees. 8.3 LICENSEE also will 7.4 Licensee shall report to REGENTS The Regents in its immediately subsequent progress and royalty reports, report the date of first SALEcommercial sale of a Licensed Product in each country. 8.4 7.5 After the first SALE commercial sale of a Licensed Product anywhere in the world, LICENSEE will Licensee shall make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March The Regents on or before each February 28, May 31, June 30, September 30, August 31 and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: shall show (a) The number the units and gross sales and Net Sales through the end of LICENSED PRODUCTS manufactured and the number SOLD; most recent calendar quarter of each type of Licensed Products on which royalties have not been paid; (b) Gross revenue from SALE of LICENSED PRODUCTSthe royalties, LICENSED SERVICES and LICENSED METHOD; in U.S. dollars, payable hereunder with respect to such sales; (c) NET SALES pursuant the method used to Paragraph 2.5; calculate the royalty; and (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterexchange rates used, if any. 8.5 7.6 If no SALEs sales of Licensed Products have occurred been made during the report any reporting period, a statement to this effect is required in the royalty report for that periodshall be made by Licensee.

Appears in 1 contract

Samples: Exclusive License Agreement (Mgi Pharma Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 6.1 For the six (6)-month period beginning [date] LICENSEE March 24, 2021, within sixty (60) days of each June 30 and December 31 following the end of such six (6)-month period, Licensee will submit to REGENTS Licensor a semi-annual progress report covering LICENSEELicensee's activities related to the development and testing of all LICENSED PRODUCTSLicensed Products, LICENSED SERVICES Licensed Services, and LICENSED METHOD and Licensed Methods, including the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE Sale occurs in the United States. 8.2 6.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE Licensee and any SUBLICENSEES Sublicensees so that REGENTS Licensor may evaluate and determine LICENSEELicensee’s progress in the development of LICENSED PRODUCTSLicensed Products, LICENSED SERVICESLicensed Services, and LICENSED METHODLicensed Methods, and in meeting its Licensee’s diligence obligations under Article 75, and will include (but not be limited to) the following: : (a) summary of work completed and in progress; ; (b) current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; 5.2; (c) anticipated market introduction dates for the LICENSED TERRITORIESLicensed Territory; and SUBLICENSEE’s and (d) Sublicensees’ activities during the reporting period. 8.3 LICENSEE also 6.3 In Licensee’s progress report immediately subsequent to the first Sale of a Licensed Product or a Licensed Service by Licensee or by a Sublicensee, Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, the date of such first SALESale. 8.4 6.4 After the first SALE anywhere in the worldSale of a Licensed Product or a Licensed Service, LICENSEE Licensee will make quarterly royalty reports to REGENTS Licensor, to be accompanied by the corresponding Earned Royalty payment as required in Paragraph 4.2, within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number the volume of LICENSED PRODUCTS manufactured Licensed Products and the number SOLDLicensed Services Sold; (b) Gross gross revenue from SALE Sale of LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHODLicensed Services; (c) NET SALES Net Sales pursuant to Paragraph 2.51.7, and the calculation of Net Sales, including all deductions taken, so that Licensor can confirm the calculation; (d) Total royalties total Earned Royalties due REGENTSLicensor; and (e) Names names and addresses of Sublicensees for any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT Sublicenses entered into during the reporting quarter. 8.5 6.5 If no SALEs Sales of Licensed Products or Licensed Services have occurred during the report period, the royalty report will contain a statement to this effect is required in the royalty report for that periodeffect.

Appears in 1 contract

Samples: Exclusive Patent License Agreement (Artelo Biosciences, Inc.)

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PROGRESS AND ROYALTY REPORTS. 8.1 For 9.1 Beginning February 28, 2002 and semi-annually thereafter, the period beginning [date] LICENSEE will Licensee shall submit to REGENTS The Regents a semi-annual progress report covering LICENSEE's the Licensee’s (and any Affiliate or Sublicensee’s) activities related to regarding the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining of any governmental approvals necessary governmental approvals, if any, for marketing in the United Statesmarketing. These progress Progress reports will be made for all development activities are required until the first SALE Commercial Sale of the first Licensed Product occurs in the United States, at which time the Licensee may discontinue such reports; provided that such reports may again be required by The Regents if Commercial Sales of such Licensed Product are suspended or discontinued. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS9.2 Progress reports submitted under Paragraph 9.1 shall include, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but are not be limited to) , the followingfollowing topics, as they specifically refer to Licensed Products: summary of work completed and • key scientific discoveries • summary of work in progress; progress • current schedule of anticipated events or milestones • market plans for introduction of Licensed Products, and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during • a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE also will 9.3 The Licensee has a continuing obligation to keep The Regents’ informed of the large/small business entity status (as defined by the United States Patent and Trademark Office) of itself and its Sublicensees and Affiliates. 9.4 The Licensee shall report to REGENTS The Regents the date of first Commercial Sale of a Licensed Product in each country in its immediately subsequent progress and royalty reports, the date of first SALEreport (as described below). 8.4 9.5 After the first SALE Commercial Sale of a Licensed Product anywhere in the world, LICENSEE will the Licensee shall make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March The Regents on or before each February 28, May 31, June 30, September 30, August 31 and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A cover the Licensee’s most recently completed calendar quarter and include at least the following: will show (a) The number the gross sales and Net Sales of LICENSED PRODUCTS manufactured and Licensed Products sold during the number SOLD; most recently completed calendar quarter; (b) Gross revenue from SALE the number of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; each type of Licensed Product sold; (c) NET SALES pursuant the earned royalties, in U.S. dollars, payable with respect to Paragraph 2.5; sales of Licensed Products; (d) Total royalties due REGENTSthe method used to calculate the earned royalties; and and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterexchange rates used (if applicable). 8.5 9.6 If no SALEs sales of Licensed Products have occurred been made during the report any reporting period, Licensee shall provide a statement to this effect is required in the royalty report for that periodeffect.

Appears in 1 contract

Samples: Exclusive License Agreement (NeurogesX Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For A. Beginning at six (6) months after the period beginning [date] LICENSEE Effective Date of this Agreement, and semiannually thereafter, the Licensee will submit to REGENTS The Regents a semi-annual progress report as described in Paragraph 7.B covering LICENSEEactivities by the Licensee and its Sublicensees related to the commercialization of Licensed Products ("Progress Report") during the previous half calendar year. This reporting requirement will remain in force until the commencement of Sale of each Licensed Product. If the Licensee fails to submit a timely Progress Report to The Regents, The Regents will be entitled to terminate this Agreement in accordance with Article 10. If either party terminates this Agreement before any Licensed Products are Sold or before this Agreement's expiration, a final Progress Report covering the period prior to termination must be submitted within thirty (30) days of termination. B. The Progress Reports will summarize the Licensee's activities related to the testing and development and testing of all LICENSED PRODUCTSLicensed Products, LICENSED SERVICES and LICENSED METHOD the anticipated date at which diligence milestones will be met, and the obtaining activities of necessary governmental approvalsany Sublicensees, if any, . The Progress Report will contain sufficient detail for marketing in The Regents to determine whether or not the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting Licensee has met its diligence obligations under set forth in Article 7, and 6 (Due Diligence). Licensee will include (but not be limited to) the following: summary of work completed and continue to provide Progress Reports to The Regents so long as Licensed Products are in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting perioddevelopment. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 C. After the first SALE anywhere in Sale of a Licensed Product, the world, LICENSEE Licensee will make provide quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March The Regents on or before each February 28, May 31, June 30, September 30August 31, and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A cover the most recently completed calendar quarter (January through March, April through June, July through September, and include at least the followingOctober through December) and will show: (a) The number i. the quantity of LICENSED PRODUCTS manufactured Licensed Products Sold by the Licensee and its Sublicensees during the number SOLDmost recently completed calendar quarter; (b) Gross revenue from SALE of LICENSED PRODUCTSii. the Earned Royalties, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTSin United States dollars, payable hereunder; and (e) Names and addresses iii. the method used to calculate the Earned Royalty. After the first royalty report, if no Sales of Licensed Products have been made during any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting calendar quarter. 8.5 If no SALEs have occurred during the report period, then a statement to this effect is required must be provided by the Licensee in the applicable quarter's royalty report for that periodreport.

Appears in 1 contract

Samples: Exclusive License Agreement (INNOVATION ECONOMY Corp)

PROGRESS AND ROYALTY REPORTS. 8.1 For 11.1 Beginning on December 31, 2008, and semi-annually thereafter, the period beginning [date] LICENSEE Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 11.2 below covering LICENSEEthe Licensee's (and any Affiliates', Joint Ventures', Sublicensee's or Development Partner's) activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHOD and related to the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 10 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product until the first SALE Sale or other exploitation of that Licensed Product occurs in the United StatesStates and shall be again required if Sales of such Licensed Product are suspended or discontinued. 8.2 Each progress report will be 11.2 Progress reports submitted under Paragraph 11.1 shall include, but are not limited to, a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 7, and will include 10 (but not be limited toDue Diligence) the following: above: 11.2.1 summary of work completed and as of the submission date of the progress report; 11.2.2 key scientific discoveries as of the submission date of the progress report; 11.2.3 summary of work in progress; progress as of the submission date of the progress report; 11.2.4 current schedule of anticipated events and milestones, including diligence those event and milestones under Paragraph 7.2; specified in Article 10 (Due Diligence); 11.2.5 market plans for introduction of Licensed Products including the anticipated and actual market introduction dates for of each Licensed Product; 11.2.6 Sublicensees’ activities relating to the LICENSED TERRITORIESabove items, if there are any Sublicensees; and SUBLICENSEE’s activities during and 11.2.7 a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE also 11.3 If the Licensee fails to submit a timely progress report to The Regents, then The Regents will be entitled to terminate this Agreement. If either party terminates this Agreement before any Licensed Products are Sold or before this Agreement's expiration, then a final progress report covering the period prior to termination must be submitted within thirty (30) days of termination or expiration. 11.4 The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates, Joint Ventures, or Sublicensees. The Licensee will notify The Regents of any change of its status or that of any Affiliate, Joint Venture, or Sublicensee within thirty (30) days of the change in status. 11.5 The Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, The Regents the date of first SALESale or other exploitation of a Licensed Product in each country in its first progress and royalty reports following such first Sale of a Licensed Product. 8.4 After 11.6 Beginning with the earlier of (i) the first SALE anywhere Sale or other exploitation of a Licensed Product or (ii) the first transaction that results in Sublicense Fees accruing to The Regents, the world, LICENSEE Licensee will make quarterly royalty and Sublicensee Fee reports to REGENTS within sixty The Regents on or before each March 31 (60) days after for the quarters quarter ending December 31), June 30 (for the quarter ending March 31), September 30 (for the quarter ending June 30, ) and December 31 (for the quarter ending September 30, and December 31, ) of each year. Each such royalty and Sublicensee Fee report will be substantially similar to APPENDIX A cover Licensee's most recently completed calendar quarter and include will, at least the followinga minimum, show: 11.6.1 the gross invoice prices and Net Sales of Licensed Products Sold or otherwise exploited (aitemizing the applicable gross proceeds and any deductions therefrom) The number and any Attributed Income (itemizing the applicable gross proceeds and any deductions therefrom) due to the Licensee; 11.6.2 the quantity of LICENSED PRODUCTS manufactured each type of Licensed Product Sold or otherwise exploited; 11.6.3 the country in which each Licensed Product was made, used or Sold or otherwise exploited; 11.6.4 the Earned Royalties, in United States dollars, payable with respect to Net Sales; 11.6.5 the Sublicense Fees, in United States dollars, payable with respect to Attributed Income; 11.6.6 the method used to calculate the Earned Royalty, specifying all deductions taken and the number SOLDdollar amount of each such deduction; (b) Gross revenue from SALE of LICENSED PRODUCTS11.6.7 the exchange rates used, LICENSED SERVICES and LICENSED METHODif any; (c) NET SALES pursuant 11.6.8 the amount of the cash and the amount of the cash equivalent of any non-cash consideration including the method used to Paragraph 2.5calculate the non-cash consideration; (d) Total royalties due REGENTS11.6.9 for each Licensed Product, the specific Patent Rights identified by UC Case Number exercised by the Licensee or any Affiliate, Joint Venture, Sublicensee, or any Development Partner in the course of making, using, selling, offering for Sale or importing such Licensed Product; and (e) Names and addresses 11.6.10 any other information reasonably necessary to confirm Licensee's calculation of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterits financial obligations hereunder. 8.5 11.7 If no SALEs Sales of Licensed Products have occurred been made and no Licensed Products have been otherwise exploited and no Attributed Income is due to the Licensee during the report any reporting period, then a statement to this effect is required must be provided by the Licensee in the immediately subsequent royalty report for that periodand Sublicense Fee report.

Appears in 1 contract

Samples: Exclusive License Agreement (Lantis Laser Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 7.1 For the period beginning [date] LICENSEE January 1, 2008, within sixty (60) days of each subsequent June 30 and December 31, Licensee will submit to REGENTS The Regents a semi-annual progress report covering LICENSEELicensee's activities related to the development and testing of all LICENSED PRODUCTSLicensed Products, LICENSED SERVICES Licensed Services and LICENSED METHOD Licensed Methods and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE Sale occurs in the United States. 8.2 7.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE Licensee and any SUBLICENSEES Sublicensees so that REGENTS The Regents may evaluate and determine LICENSEELicensee’s progress in development of LICENSED PRODUCTSLicensed Products, LICENSED SERVICESLicensed Services, and LICENSED METHODLicensed Methods, and in meeting its diligence obligations under Article 76, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including the diligence milestones under Paragraph 7.26.2; anticipated market introduction dates for the LICENSED TERRITORIESLicensed Territory; and SUBLICENSEE’s Sublicensees’ activities during the reporting period. 8.3 LICENSEE also 7.3 In Licensee’s progress report immediately subsequent to the first Sale by Licensee or a Sublicensee, Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, the date of such first SALESale. 8.4 7.4 After the first SALE anywhere in the worldSale, LICENSEE Licensee will make quarterly royalty reports to REGENTS The Regents within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS Licensed Products manufactured and the number SOLDof Licensed Products Sold; (b) Gross revenue from SALE Sale of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHODLicensed Products or Licensed Services; (c) NET SALES Net Sales pursuant to Paragraph 2.51.9; (d) Total royalties Earned Royalties due REGENTSThe Regents; and (e) Names and addresses of any new SUBLICENSEES Sublicensees along with a summary of the material terms of each new SUBLICENSE AGREEMENT Sublicense Agreement entered into during the reporting quarter. 8.5 7.5 If no SALEs Sales have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Co Exclusive License Agreement (Axis Technologies Group Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For 11.1 Beginning on January 15, 2009, and annually thereafter, the period beginning [date] LICENSEE Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 11.2 below covering LICENSEEthe Licensee's (and any Affiliates', Joint Ventures' or Sublicensee's) activities related to the development and testing of all LICENSED PRODUCTSLicensed Products and Licensed Services, LICENSED SERVICES and LICENSED METHOD and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 10 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product and Licensed Service until the first SALE Sale or other exploitation of that Licensed Product or Licensed Service occurs in the United StatesStates and shall be again required if Sales of such Licensed Product or Licensed Service are suspended or discontinued. 8.2 Each progress report will be 11.2 Progress reports submitted under Paragraph 11.1 shall include, but are not limited to, a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, Licensed Services and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 7, and will include 10 (but not be limited toDue Diligence) the following: above: 11.2.1 summary of work completed and as of the submission date of the progress report; 11.2.2 key scientific discoveries as of the submission date of the progress report; 11.2.3 summary of work in progress; progress as of the submission date of the progress report; 11.2.4 current schedule of anticipated events and milestones, including diligence those event and milestones under Paragraph 7.2; specified in Article IO (Due Diligence); 11.2.5 market plans for introduction of Licensed Products and Licensed Services including the anticipated and actual market introduction dates for of each Licensed Product or Licensed Service; 11.2.6 Sublicensees' activities relating to the LICENSED TERRITORIESabove items, if there are any Sublicensees; and SUBLICENSEE’s activities during and 11.2.7 a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE also 11.3 If the Licensee fails to submit a timely progress report to The Regents, then The Regents will be entitled to terminate this Agreement. If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement's expiration, then a final progress report covering the period prior to termination must be submitted within thirty (30) days of termination or expiration. 11.4 The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, or with respect to any Affiliates, Joint Ventures, or Sublicensees having any rights hereunder. The Licensee will notify The Regents of any change of its status or that of any such Affiliate, Joint Venture, or Sublicensee within thirty (30) days of the change in status. 11.5 The Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, The Regents the date of first SALE. 8.4 After the Sale or other exploitation of a Licensed Product or Licensed Service in each country in its first SALE anywhere in the world, LICENSEE will make quarterly progress and royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, following such first Sale of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterLicensed Product or Licensed Service. 8.5 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Exclusive License Agreement (Aclarion, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For 7.1 Beginning on December 31, 2011, and annually thereafter, the period beginning [date] LICENSEE Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 7.2 below covering LICENSEEthe Licensee's (and any Affiliates' or Joint Ventures') activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHOD Licensed Services and related to the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 6 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product and Licensed Service until the first SALE Sale or other exploitation of that Licensed Product or Licensed Service occurs in the United StatesStates and shall be again required if Sales of such Licensed Product or Licensed Service are suspended or discontinued. 8.2 Each progress report will be 7.2 Progress reports submitted under Paragraph 7.1 shall include, but are not limited to, a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, Licensed Services and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 7, and will include 6 (but not be limited toDue Diligence) the following: above: 7.2.1 summary of work completed and as of the submission date of the progress report; 7.2.2 summary of work in progress; progress as of the submission date of the progress report; 7.2.3 current schedule of anticipated events and milestones, ; 7.2.4 market plans for introduction of Licensed Products and Licensed Services including diligence milestones under Paragraph 7.2; the anticipated and actual market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting periodof each Licensed Product or Licensed Service. 8.3 LICENSEE also 7.3 If the Licensee fails to submit a timely progress report to The Regents, then The Regents will be entitled to terminate this Agreement. If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement's expiration, then a final progress report covering the period prior to termination must be submitted within thirty (30) days of termination or expiration. SF2010-161 Exclusive License PhotoMedex 7.4 The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates or Joint Ventures. The Licensee will notify The Regents of any change of its status or that of any Affiliate or Joint Venture within thirty (30) days of the change in status. 7.5 The Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, The Regents the date of first SALESale or other exploitation of a Licensed Product or Licensed Service in its first progress report following such first Sale of a Licensed Product or Licensed Service. 8.4 After the first SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Exclusive License Agreement (Photomedex Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For 11.1 Beginning on the period beginning [date…*…] LICENSEE anniversary of the Effective Date, and annually thereafter, the Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 11.2 below covering LICENSEE's the Licensee’s (and any Affiliates’ or Sublicensee’) activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHOD and related to the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 10 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product until the first SALE Sale or other exploitation of that Licensed Product occurs in the United StatesStates and shall be again required if Sales of such Licensed Product are suspended or discontinued. 8.2 Each progress report will be 11.2 Progress reports submitted under Paragraph 11.1 shall include, but are not limited to, a sufficiently reasonably detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 7, and will include 10 (but not be limited toDue Diligence) the following: above: 11.2.1 summary of work completed and as of the submission date of the progress report; 11.2.2 summary of work in progressprogress as of the submission date of the progress report; 258457997 v1 12 11.2.3 current schedule of anticipated events and milestones, including diligence those event and milestones under Paragraph 7.2; specified in Article 10 (Due Diligence); 11.2.4 market plans for introduction of Licensed Products including the anticipated and actual market introduction dates for of each Licensed Product; and 11.2.5 Sublicensees’ activities relating to the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting periodabove items, if there are any Sublicensees. 8.3 LICENSEE also 11.3 If the Licensee fails to submit a timely progress report to The Regents, then The Regents will be entitled to terminate this Agreement in accordance with Paragraph 14. If either party terminates this Agreement before any Licensed Products are Sold or before this Agreement’s expiration, then a final progress report covering the period prior to termination must be submitted within […*…] ([…*…]) days of termination or expiration. 11.4 The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates, or, to its knowledge, Sublicensees. The Licensee will notify The Regents of any change of its status or that of any Affiliate, or, to its knowledge, of any Sublicensee, within […*…] ([…*…]) days of the change in status. 11.5 The Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, The Regents the date of first SALESale or other exploitation of a Licensed Product in each country in its first progress and royalty reports following such first Sale of a Licensed Product. 8.4 After 11.6 Beginning with the earlier of (i) the first SALE anywhere Sale or other exploitation of a Licensed Product or (ii) the first transaction that results in Sublicense Fees accruing to The Regents, the world, LICENSEE Licensee will make quarterly royalty and Sublicensee Fee reports to REGENTS within sixty The Regents on or before each […*…] (60) days after for the quarters quarter ending December 31), […*…] (for the quarter ending March 31), […*…] (for the quarter ending June 30, ) and […*…] (for the quarter ending September 30, and December 31, ) of each year. Each such royalty and Sublicensee Fee report will be substantially similar to APPENDIX A cover Licensee’s most recently completed calendar quarter and include will, at least the followinga minimum, show: 11.6.1 the gross invoice prices and Net Sales of Licensed Products Sold or otherwise exploited (aitemizing the applicable gross proceeds and any deductions therefrom), and any Attributed Income (itemizing the applicable gross proceeds and any deductions therefrom) The number due to the Licensee; 11.6.2 the quantity of LICENSED PRODUCTS manufactured each type of Licensed Product Sold or otherwise exploited; 11.6.3 the country in which each Licensed Product was made, used or Sold or otherwise exploited; 11.6.4 the Earned Royalties, in United States dollars, payable with respect to Net Sales; 11.6.5 the Sublicense Fees, in United States dollars, payable with respect to Attributed Income; 11.6.6 the method used to calculate the Eamed Royalty, specifying all deductions taken and the number SOLDdollar amount °xxxxx such deduction; (b) Gross revenue from SALE of LICENSED PRODUCTS11.6.7 the exchange rates used, LICENSED SERVICES and LICENSED METHODif any; (c) NET SALES pursuant 11.6.8 the amount of the cash and the amount of the cash equivalent of any non-cash consideration including the method used to Paragraph 2.5calculate the non-cash consideration; (d) Total royalties due REGENTS; and (e) Names 11.6.9 for each Licensed Product, the specific Patent Rights identified by UC Case Number and addresses of Technology Rights exercised by the Licensee or any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred during the report periodAffiliate, a statement to this effect is required Joint Venture or Sublicensee in the royalty report course of making, using, selling, offering for that period.Sale or importing such Licensed Product; and 258457997 v1 13

Appears in 1 contract

Samples: Exclusive License Agreement (ChromaDex Corp.)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] May 1, 2021 LICENSEE will submit to REGENTS a semi-an annual progress report covering LICENSEE's activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting period. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 After the first SALE anywhere in the worldLICENSED TERRITORY, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) [***] days after the quarters ending Page 15 of 49 March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A C and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 1.1 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Exclusive License (Kiora Pharmaceuticals Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For 9.1 On or before each June 30 and December 31 during the period beginning [date] LICENSEE will Term, Licensee shall submit to REGENTS Licensor a semi-annual progress report covering LICENSEE's describing in reasonable detail the activities of Licensee, its Affiliates and Sublicensees related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining status of necessary governmental approvals, if any, approvals (including applications therefor) required for marketing and distributing each Licensed Product as well as Licensee’s and its Affiliates’ and Sublicensees’ expenditures in carrying out such activities. The reports shall cover activities engaged in during the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICESsix-month period ended, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to) the following: summary status of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting period. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reportsgovernment approvals as of, the date of first SALEsuch report. Licensee shall require its Affiliates and Sublicensees to provide Licensee with information regarding their activities and expenditures with respect to Licensed Products sufficient for Licensee to provide such reports to Licensor. 8.4 After the first SALE anywhere 9.2 Except as otherwise provided in the worldSection 9.3, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, end of each year. Each such calendar quarter during the Term, Licensee shall submit to Licensor royalty report will be substantially similar to APPENDIX A reports (“Quarterly Royalty Reports”) describing in reasonable detail, on a Licensed Product-by-Licensed Product and include at least the following: country-by-country basis: (a) The number the gross sales of LICENSED PRODUCTS manufactured Licensed Products sold by Licensee, its Affiliates and Sublicensees during the number SOLD; most recently completed calendar quarter and corresponding Net Sales; (b) Gross revenue deductions by category from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; gross sales taken in determining such Net Sales; (c) NET SALES pursuant to Paragraph 2.5; the number of each type of Licensed Product sold during the most recently completed calendar quarter; and (d) Total royalties due REGENTS; and (e) Names the Royalties payable pursuant to Section 5.1 of this Agreement for the most recently completed calendar quarter, including any reductions and addresses deductions applicable pursuant to Sections 5.1.5 and 5.1.6. Payment of the full amount of any new SUBLICENSEES along Royalties or other payments due to Licensor for the most recently completed calendar quarter shall accompany each Quarterly Royalty Report. Licensee shall require its Affiliates and Sublicensees to provide Licensee with a summary information sufficient for Licensee to provide such reports to Licensor. 9.3 Notwithstanding the provisions of Section 9.2, Licensee shall not be required to submit Quarterly Royalty Reports for any calendar quarters in which there are no Net Sales. Licensee agrees to report to Licensor the date of the material terms First Commercial Sale of each new SUBLICENSE AGREEMENT entered into during the reporting quarterLicensed Product in each country. 8.5 9.4 If no SALEs sales of Licensed Products have occurred been made during the report any reporting period, Licensee shall deliver to Licensor a statement to this effect is required in the royalty report for that periodeffect.

Appears in 1 contract

Samples: License Agreement (Neurologix Inc/De)

PROGRESS AND ROYALTY REPORTS. 8.1 For 11.1 Beginning on the period beginning [date] LICENSEE *]anniversary of the Effective Date, and annually thereafter, the Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 11.2 below covering LICENSEE's the Licensee’s (and any Affiliates’ or Sublicensee’) activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHOD and related to the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 10 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product until the first SALE Sale or other exploitation of that Licensed Product occurs in the United StatesStates and shall be again required if Sales of such Licensed Product are suspended or discontinued. 8.2 Each progress report will be 11.2 Progress reports submitted under Paragraph 11.1 shall include, but are not limited to, a sufficiently reasonably detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 7, and will include 10 (but not be limited toDue Diligence) the following: above: 11.2.1 summary of work completed and as of the submission date of the progress report; 11.2.2 summary of work in progress; progress as of the submission date of the progress report; 11.2.3 current schedule of anticipated events and milestones, including diligence those event and milestones under Paragraph 7.2; specified in Article 10 (Due Diligence); 11.2.4 market plans for introduction of Licensed Products including the anticipated and actual market introduction dates for of each Licensed Product; and 11.2.5 Sublicensees’ activities relating to the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting periodabove items, if there are any Sublicensees. 8.3 LICENSEE also 11.3 If the Licensee fails to submit a timely progress report to The Regents, then The Regents will be entitled to terminate this Agreement in accordance with Paragraph 14. If either party terminates this Agreement before any Licensed Products are Sold or before this Agreement’s expiration, then a final progress report covering the period prior to termination must be submitted within [*] ([*]) days of termination or expiration. 11.4 The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates, or, to its knowledge, Sublicensees. The Licensee will notify The Regents of any change of its status or that of any Affiliate, or, to its knowledge, of any Sublicensee, within [*] ([*]) days of the change in status. 11.5 The Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, The Regents the date of first SALESale or other exploitation of a Licensed Product in each country in its first progress and royalty reports following such first Sale of a Licensed Product. 8.4 After 11.6 Beginning with the earlier of (i) the first SALE anywhere Sale or other exploitation of a Licensed Product or (ii) the first transaction that results in Sublicense Fees accruing to The Regents, the world, LICENSEE Licensee will make quarterly royalty and Sublicensee Fee reports to REGENTS within sixty The Regents on or before each [*] (60) days after for the quarters quarter ending December 31), [*] (for the quarter ending March 31), [*] (for the quarter ending June 30, ) and [*] (for the quarter ending September 30, and December 31, ) of each year. Each such royalty and Sublicensee Fee report will be substantially similar to APPENDIX A cover Licensee’s most recently completed calendar quarter and include will, at least the followinga minimum, show: 11.6.1 the gross invoice prices and Net Sales of Licensed Products Sold or otherwise exploited (aitemizing the applicable gross proceeds and any deductions therefrom), and any Attributed Income (itemizing the applicable gross proceeds and any deductions therefrom) The number due to the Licensee; 11.6.2 the quantity of LICENSED PRODUCTS manufactured each type of Licensed Product Sold or otherwise exploited; 11.6.3 the country in which each Licensed Product was made, used or Sold or otherwise exploited; 11.6.4 the Earned Royalties, in United States dollars, payable with respect to Net Sales; 11.6.5 the Sublicense Fees, in United States dollars, payable with respect to Attributed Income; 11.6.6 the method used to calculate the Eamed Royalty, specifying all deductions taken and the number SOLDdollar amount °xxxxx such deduction; (b) Gross revenue from SALE of LICENSED PRODUCTS11.6.7 the exchange rates used, LICENSED SERVICES and LICENSED METHODif any; (c) NET SALES pursuant 11.6.8 the amount of the cash and the amount of the cash equivalent of any non-cash consideration including the method used to Paragraph 2.5calculate the non-cash consideration; (d) Total royalties due REGENTS11.6.9 for each Licensed Product, the specific Patent Rights identified by UC Case Number and Technology Rights exercised by the Licensee or any Affiliate, Joint Venture or Sublicensee in the course of making, using, selling, offering for Sale or importing such Licensed Product; and (e) Names and addresses 11.6.10 any other information reasonably necessary to confirm Licensee’s calculation of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterits financial obligations hereunder. 8.5 11.7 If no SALEs Sales of Licensed Products have occurred been made and no Licensed Products have been otherwise exploited and no Attributed Income is due to the Licensee during the report any reporting period, then a statement to this effect is required must be provided by the Licensee in the immediately subsequent royalty report for that periodand Sublicense Fee report.

Appears in 1 contract

Samples: Exclusive License Agreement (ChromaDex Corp.)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] LICENSEE will 6.1 Beginning February 28, 1995, and semi-annually thereafter, Licensee shall submit to REGENTS The Regents a semi-annual progress report covering LICENSEELicensee's activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Patent Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing marketing. These progress reports shall be provided to The Regents to cover the progress of the research and development of the Patent Products until their first commercial sale in the United States. These *[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 6.2 The progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTSsubmitted under Paragraph 6.1 shall include, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to, the following topics so that The Regents may be able to determine the progress of the development of Patent Products and may also be able to determine whether or not Licensee has met its diligence obligations set forth in Article 5 (DUE DILIGENCE) the followingabove: - summary of work completed and - key scientific discoveries - summary of work in progress; progress - current schedule of anticipated events and milestonesor milestones - market plans for introduction of Patent Products, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during - a summary of resources (dollar value) spent in the reporting period, and - activities of sublicenses, if any. 8.3 LICENSEE 6.3 Licensee also will agrees to report to REGENTS The Regents in its immediately subsequent progress and royalty reports, report the date of first SALEcommercial sale of a Patent Product(s) in each country. 8.4 6.4 After the first SALE anywhere in the worldcommercial sale of a Patent Product, LICENSEE Licensee will make provide The Regents with quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March The Regents on or before each February 28, May 31, June 30, September 30, August 31 and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A cover Licensee's most recently completed calendar quarter (October through December, January through March, April through June, and include at least the followingJuly through September) and will show: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Exclusive License Agreement (Candela Corp /De/)

PROGRESS AND ROYALTY REPORTS. 8.1 For 11.1 Beginning on January 15, 2016, and annually thereafter, the period beginning [date] LICENSEE Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 11.2 below covering LICENSEEthe Licensee's (and any Affiliates', Joint Ventures' or Sublicensee's) activities related to the development and testing of all LICENSED PRODUCTSLicensed Products and Licensed Services, LICENSED SERVICES and LICENSED METHOD and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 10 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product and Licensed Service until the first SALE Sale or other-exploitation of that Licensed Product or Licensed Service occurs in the United StatesStates and shall be again required if Sales of such Licensed Product or Licensed Service are suspended or discontinued. 8.2 Each progress report will be 11.2 Progress reports submitted under Paragraph 11.1 shall include, but are not limited to, a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, Licensed Services and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 7, and will include 10 (but not be limited toDue Diligence) the following: above: 11.2.1 summary of work completed and as of the submission date of the progress report; 11.2.2 key scientific discoveries as of the submission date of the progress report; 11.2.3 summary of work in progress; progress as of the submission date of the progress report; 11.2.4 current schedule of anticipated events and milestones, including diligence those event and milestones under Paragraph 7.2; specified in Article 10 (Due Diligence); 11.2.5 market plans for introduction of Licensed Products and Licensed Services including the anticipated and actual market introduction dates for of each Licensed Product or Licensed Service; 11.2.6 Sublicensees' activities relating to the LICENSED TERRITORIESabove items, if there are any Sublicensees; and SUBLICENSEE’s activities during and 11.2.7 a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 After the first SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Exclusive License Agreement (Aclarion, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For 7.1 On or before February 28 and August 31 of each year during the period beginning [date] LICENSEE will term of this Agreement, the Licensee shall submit to REGENTS The Regents a semi-annual progress report covering LICENSEEthe Licensee's activities related relates to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Licensed Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing in the United Statesmarketing. These progress reports will should be made of sufficient scope and detail to allow The Regents to monitor the Licensee's progress in meeting its diligence obligations set forth in Article 6 (DUE DILIGENCE). These progress reports shall be mate for all development activities each Licensed Product until the first SALE commercial sale of that Licensed Product occurs in the United States. 8.2 Each 7.2 The progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTSreports submitted under section 7.1 should include, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to, the following topics: (a) the following: summary of work completed and completed (b) summary of work in progress; (c) current schedule of anticipated events and or milestones (d) market plans for introduction of Licensed Products, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during and (e) a summary of resources (dollar value) spent in the reporting period 7.3 The Regents agrees to keep information obtained from Licensee under Articles 7 (Progress and Royalty Reports) and 8 (Books and Records) as confidential with the same degree of care as The Regents keep similar information of its own, and for a period of five (5) years, except The Regents shall not be prevented from using or disclosing any of this information: (a) which The Regents can demonstrate by written records was previously know to it; (b) which is now, or becomes in the future, public knowledge other than through acts or omissions of The Regents; or (c) which is lawfully obtained by The Regents from sources independent of Licensee. In the event The Regents is required by law to disclose information obtained from Licensee under Articles 7 and 8, The Regents shalt notify Licensee within a reasonable time before The Regents is legally obligated to disclose such information. 8.3 LICENSEE 7.4 The Licensee also will agrees to report to REGENTS The Regents in its immediately subsequent progress and royalty reports, report the date of first SALEcommercial sale of a Licensed Product in each country. 8.4 7.5 After the first SALE commercial sale of a Licensed Product anywhere in the world, LICENSEE the Licensee will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March The Regents on or before each February 28, May 31, June 30, September 30, August 31 and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A cover the Licensee's most recently completed calendar quarter and include at least the following: will show (a) The number the gross sales and Net Sales of LICENSED PRODUCTS manufactured and Licensed Products sold by the number SOLD; Licensee during the most recently completed calendar quarter, (b) Gross revenue from SALE the number of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; each type of Licensed Product sold; (c) NET SALES pursuant the royalties, in U.S. dollars, payable hereunder with respect to Paragraph 2.5; such sales; (d) Total royalties due REGENTSthe method used to calculate the royalty; and and (ec) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarterexchange rates used. 8.5 7.6 If no SALEs have occurred sales of Licensed Products has been made during the report any reporting period, a statement to this effect is required in the royalty report for that periodshall be required.

Appears in 1 contract

Samples: Exclusive License Agreement (Vysis Inc)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] March 2015, LICENSEE will submit to REGENTS a semi-annual progress report covering LICENSEE's ’s activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United StatesFIRST COMMERCIAL SALE. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES sublicensees so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited toto the extent relevant at the time of reporting) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIESlicensed territories; and SUBLICENSEEsublicensee’s activities during the reporting period. For clarity, any discussion by LICENSEE in a progress report as to anticipated events is speculative in all respects and subject to change and, as a result, may not be relied on by REGENTS. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 (a) After the first FIRST COMMERCIAL SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) [ * ] days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) : The number of LICENSED PRODUCTS manufactured and the estimated number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.52.8; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES sublicensees along with a summary of the material terms of each new SUBLICENSE AGREEMENT sublicense agreement entered into during the reporting quarter. 8.5 8.4 If no SALEs SALES have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Exclusive License (Aduro Biotech, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning 5.1 Beginning February 28, 2001, and [date] LICENSEE will CONFIDENTIAL TREATMENT REQUESTED]* thereafter, Licensee shall submit to REGENTS The Regents a semi-annual progress report covering LICENSEELicensee's activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD Patent Products and the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing marketing. These progress reports shall be provided to The Regents to cover the progress of the research and development of the Patent Products until their first commercial sale in the United States. These * [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.2 The progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTSsubmitted under Paragraph 5.1 shall include, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to, the following topics so that The Regents may be able to determine the progress of the development of Patent Products and may also be able to determine whether or not Licensee has met its diligence obligations set forth in Article 4 (DUE DILIGENCE) the followingabove: o summary of work completed and completed, o key scientific discoveries, o summary of work in progress; , o current schedule of anticipated events and or milestones, including diligence milestones under Paragraph 7.2; anticipated o market plans for introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during of Patent Products, and o a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE 5.3 Licensee also will agrees to report to REGENTS The Regents in its immediately subsequent progress and royalty reports, report the date of first SALEcommercial sale of a Patent Product(s) in each country. 8.4 5.4 After the first SALE anywhere in the worldcommercial sale of a Patent Product, LICENSEE Licensee will make provide The Regents with quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March The Regents on or before each February 28, May 31, June 30, September 30, August 31 and December 31, November 30 of each year. Each such royalty report will be substantially similar to APPENDIX A cover Licensee's most recently completed calendar quarter (October through December, January through March, April through June , and include at least the followingJuly through September) and will show: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: License Agreement (Candela Corp /De/)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] March 31, 2012, LICENSEE will submit to REGENTS a semi-annual progress report covering LICENSEE's ’s activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES sublicensees so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited toto the extent relevant at the time of reporting) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIESlicensed territories; and SUBLICENSEEsublicensee’s activities during the reporting period. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALE. 8.4 After the first SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) [ * ] days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.52.8; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES sublicensees along with a summary of the material terms of each new SUBLICENSE AGREEMENT sublicense agreement entered into during the reporting quarter. 8.5 If no SALEs SALES have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Exclusive License (Aduro Biotech, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For the period beginning [date] October 30, 2013, LICENSEE will submit to REGENTS a semi-semi annual progress report covering LICENSEE's ’s activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD and the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first FIRST COMMERCIAL SALE occurs in the United States. 8.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES sublicensees so that REGENTS may evaluate and determine LICENSEE’s progress in development of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHOD, and in meeting its diligence obligations under Article 7, and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIESlicensed territories; and SUBLICENSEEsublicensee’s activities during the reporting period. 8.3 LICENSEE also will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first FIRST COMMERCIAL SALE. 8.4 After the first FIRST COMMERCIAL SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days [*] after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following:: [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES sublicensees along with a summary of the material terms of each new SUBLICENSE AGREEMENT sublicense agreement entered into during the reporting quarter. 8.5 If no SALEs SALES have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Exclusive License and Bailment Agreement (Adverum Biotechnologies, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For 10.1 Beginning on March 31, 2014 and each September 30 and March 31 thereafter, the period beginning [date] LICENSEE Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 10.2 below covering LICENSEE's the Licensee’s (and any Affiliates’, Joint Ventures’, Sublicensee’s or Translational Profiling R&D Collaboration Partner’s) activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHOD Licensed Services and related to the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 9 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product and Licensed Service until the first SALE Sale or other exploitation of that Licensed Product or Licensed Service occurs in the United StatesStates and shall be again required if Sales of such Licensed Product or Licensed Service are suspended or discontinued. If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement’s expiration, then a final progress report covering the period prior to termination must be submitted within [***] of termination or expiration. 8.2 Each progress report will be 10.2 Progress reports submitted under Paragraph 10.1 shall include, but are not limited to, a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, Licensed Services and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations set forth in Article 9 (Due Diligence) above: 10.2.1 [***]; 10.2.2 [***]; 10.2.3 [***]; 10.2.4 [***]; 10.2.5 [***]; 10.2.6 [***]; and 10.2.7 a [***]. The failure of the Licensee to timely submit a progress report to The Regents under Section 10.1 shall be considered a failure to perform a material term pursuant to Article 713 permitting The Regents to terminate this Agreement as set forth therein (including, for clarity, following notice and will include (but not be limited to) the following: summary of work completed and in progress; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting periodan opportunity to cure within [***]). 8.3 LICENSEE also 10.3 The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates, Joint Ventures, or Sublicensees. The Licensee will notify The Regents of any change of its status or that of any Affiliate, Joint Venture, or Sublicensee within [***] of the change in status of itself or any Affiliate and within [***] of becoming aware of any change in status for a Joint Venture or Sublicensee. 10.4 The Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, The Regents the date of first SALESale or other exploitation of a Licensed Product or Licensed Service in each country in its first progress and royalty reports following such first Sale of a Licensed Product or Licensed Service. 8.4 After 10.5 Beginning with the earlier of (i) the first SALE anywhere Sale or other exploitation of a Licensed Product or Licensed Service or (ii) the first transaction that results in Sublicense Fees accruing to The Regents, the world, LICENSEE Licensee will make quarterly semi-annual royalty and Sublicensee Fee reports to REGENTS within sixty The Regents on or before each February 28 (60) days after for the quarters ending March 31, June 30, September 30six months from July through December of the prior calendar year), and December 31, on or before August 31 (for the six months from January through June of each the same calendar year). Each such royalty and Sublicensee Fee report will be substantially similar to APPENDIX A cover Licensee’s most recently completed six months and include will, at least the followinga minimum, show: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD10.5.1 [***], 10.5.2 [***]; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD10.5.3 [***]; (c) NET SALES pursuant to Paragraph 2.510.5.4 [***]; (d) Total royalties due REGENTS10.5.5 [***]; 10.5.6 [***]; 10.5.7 [***], if any; 10.5.8 [***]; 10.5.9 [***]; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter10.5.10 [***]. 8.5 10.6 If no SALEs Sales of Licensed Products and Licensed Services have occurred been made and no Licensed Products and Licensed Services have been otherwise exploited and no Sublicense Revenue is due to the Licensee during the report any reporting period, then a statement to this effect is required must be provided by the Licensee in the royalty report for that periodimmediately subsequent Earned Royalty and Sublicense Fee report. 10.7 Any reports or other information delivered to The Regents pursuant this Paragraph 10 shall be considered the Proprietary Information of Licensee.

Appears in 1 contract

Samples: Exclusive License Agreement (Locust Walk Acquisition Corp.)

PROGRESS AND ROYALTY REPORTS. 8.1 6.1 For the six (6)-month period beginning [date] LICENSEE May 2, 2021, within sixty (60) days of each June 30 and December 31 following the end of such six (6)-month period, Licensee will submit to REGENTS Licensor a semi-annual progress report covering LICENSEE's Licensee’s activities related to the development and testing of all LICENSED PRODUCTSLicensed Products, LICENSED SERVICES Licensed Services, and LICENSED METHOD and Licensed Methods, including the obtaining of necessary governmental approvals, if any, for marketing in the United States. These progress reports will be made for all development activities until the first SALE Sale occurs in the United States. 8.2 6.2 Each progress report will be a sufficiently detailed summary of activities of LICENSEE Licensee and any SUBLICENSEES Sublicensees so that REGENTS Licensor may evaluate and determine LICENSEELicensee’s progress in the development of LICENSED PRODUCTSLicensed Products, LICENSED SERVICESLicensed Services, and LICENSED METHODLicensed Methods, and in meeting its Licensee’s diligence obligations under Article 75, and will include (but not be limited to) the following: : (a) summary of work completed and in progress; ; (b) current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; 5.2; (c) anticipated market introduction dates for the LICENSED TERRITORIESLicensed Territory; and SUBLICENSEE’s and (d) Sublicensees’ activities during the reporting period. 8.3 LICENSEE also 6.3 In Licensee’s progress report immediately subsequent to the first Sale of a Licensed Product or a Licensed Service by Licensee or by a Sublicensee, Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, the date of such first SALESale. [***] INDICATES INFORMATION THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 8.4 6.4 After the first SALE anywhere in the worldSale of a Licensed Product or a Licensed Service, LICENSEE Licensee will make quarterly royalty reports to REGENTS Licensor, to be accompanied by the corresponding Earned Royalty payment as required in Paragraph 4.2, within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number the volume of LICENSED PRODUCTS manufactured Licensed Products and the number SOLDLicensed Services Sold; (b) Gross gross revenue from SALE Sale of LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHODLicensed Services; (c) NET SALES Net Sales pursuant to Paragraph 2.51.7, and the calculation of Net Sales, including all deductions taken, so that Licensor can confirm the calculation; (d) Total royalties total Earned Royalties due REGENTSLicensor; and (e) Names names and addresses of Sublicensees for any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT Sublicenses entered into during the reporting quarter. 8.5 6.5 If no SALEs Sales of Licensed Products or Licensed Services have occurred during the report period, the royalty report will contain a statement to this effect is required in the royalty report for that periodeffect.

Appears in 1 contract

Samples: Exclusive Patent License Agreement (Artelo Biosciences, Inc.)

PROGRESS AND ROYALTY REPORTS. 8.1 For 11.1 Beginning on March 31, 2009, and semi-annually thereafter, the period beginning [date] LICENSEE Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 11.2 below covering LICENSEE's the Licensee’s (and any Affiliates’, Joint Ventures’ or Sublicensee’s) activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHOD Licensed Services and related to the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 10 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product and Licensed Service until the first SALE Sale or other exploitation of that Licensed Product or Licensed Service occurs in the United StatesStates and shall be again required if Sales of such Licensed Product or Licensed Service are suspended or discontinued. 8.2 Each progress report will be 11.2 Progress reports submitted under Paragraph 11.1 shall include, but are not limited to, a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, Licensed Services and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 7, and will include 10 (but not be limited toDue Diligence) the following: summary of work completed and in progressabove: 11.2.1 [**]; 11.2.2 [**]; 11.2.3 [**]; 11.2.4 [**] 11.2.5 [**]; 11.2.6 [**]; current schedule of anticipated events and milestones, including diligence milestones under Paragraph 7.2; anticipated market introduction dates for the LICENSED TERRITORIES; and SUBLICENSEE’s activities during the reporting periodand 11.2.7 [**]. 8.3 LICENSEE also 11.3 If the Licensee fails to submit a timely progress report to The Regents, then The Regents will be entitled to terminate this Agreement. If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement’s expiration, then a final progress report covering the period prior to termination must be submitted within [**] days of termination or expiration. 11.4 The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates, Joint Ventures, or Sublicensees. The Licensee will notify The Regents of any change of its status or that of any Affiliate, Joint Venture, or Sublicensee within thirty (30) days of the change in status. 11.5 The Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, the date of first SALEThe Regents [**]. 8.4 After the first SALE anywhere in the world, LICENSEE will make quarterly royalty reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, of each year. Each such royalty report will be substantially similar to APPENDIX A and include at least the following: (a) The number of LICENSED PRODUCTS manufactured and the number SOLD; (b) Gross revenue from SALE of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHOD; (c) NET SALES pursuant to Paragraph 2.5; (d) Total royalties due REGENTS; and (e) Names and addresses of any new SUBLICENSEES along with a summary of the material terms of each new SUBLICENSE AGREEMENT entered into during the reporting quarter. 8.5 If no SALEs have occurred during the report period, a statement to this effect is required in the royalty report for that period.

Appears in 1 contract

Samples: Exclusive License Agreement (OncoCyte Corp)

PROGRESS AND ROYALTY REPORTS. 8.1 For 11.1 Beginning on [*], and [*] thereafter, the period beginning [date] LICENSEE Licensee will submit to REGENTS The Regents a semi-annual written progress report as described in Paragraph 11.2 below covering LICENSEE's the Licensee’s (and any Affiliates’, Joint Ventures’ or Sublicensee’s) activities related to the development and testing of all LICENSED PRODUCTS, LICENSED SERVICES Licensed Products and LICENSED METHOD Licensed Services and related to the obtaining of the governmental approvals necessary governmental approvals, if any, for marketing and the activities required and undertaken in order to meet the United Statesdiligence requirements set forth in Article 10 (Due Diligence). These progress Progress reports will be made are required for all development activities each Licensed Product and Licensed Service until the first SALE Sale or other exploitation of a Licensed Product or Licensed Service occurs in the United StatesStates and shall be again required if Sales of such Licensed Product or Licensed Service are suspended or discontinued. 8.2 Each progress report will be 11.2 Progress reports submitted under Paragraph 11.1 shall include, but are not limited to, a sufficiently detailed summary of activities of LICENSEE and any SUBLICENSEES the following topics so that REGENTS may evaluate and The Regents will be able to determine LICENSEE’s the progress in of the development of LICENSED PRODUCTS, LICENSED SERVICES, Licensed Products and LICENSED METHOD, Licensed Services and in meeting will also be able to determine whether or not the Licensee has met its diligence obligations under set forth in Article 710 (Due Diligence) above: [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and will include (but not be limited to) Exchange Commission pursuant to Rule 406 of the following: Securities Act of 1933, as amended. 11.2.1 a summary of efforts to get funding; 11.2.2 a summary of work completed and as of the submission date of the progress report; 11.2.3 key scientific discoveries under Patent Rights as of the submission date of the progress report; 11.2.4 a summary of work in progress; progress under Patent Rights as of the submission date of the progress report; 11.2.5 current schedule of anticipated events and milestonesmilestones under Patent Rights, including diligence those event and milestones under Paragraph 7.2; specified in Article 10 (Due Diligence); 11.2.6 commencing [*] before the anticipated date of receiving FDA approval of a first Licensed Product or a first Licensed Service, a summary of market plans for introduction of Licensed Products and Licensed Services including the anticipated and actual market introduction dates for of each Licensed Product or Licensed Service; 11.2.7 a summary Sublicensees’ activities relating to the LICENSED TERRITORIESabove items, if there are any Sublicensees; and SUBLICENSEE’s activities during and 11.2.8 a summary of resources (dollar value) spent in the reporting period. 8.3 LICENSEE also 11.3 If the Licensee fails to submit a timely progress report to The Regents, then The Regents will be entitled to terminate this Agreement. If either party terminates this Agreement before any Licensed Products or Licensed Services are Sold or before this Agreement’s expiration, then a final progress report covering the period prior to termination must be submitted within [*] of termination or expiration. 11.4 The Licensee has a continuing responsibility to keep The Regents informed of the business entity status (small business entity status or large business entity status as defined by the United States Patent and Trademark Office) of itself, any Affiliates, Joint Ventures, or Sublicensees. The Licensee will notify The Regents of any change of its status or that of any Affiliate, Joint Venture, or Sublicensee within [*] of the change in status. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 11.5 The Licensee will report to REGENTS in its immediately subsequent progress and royalty reports, The Regents the date of first SALESale or other exploitation of a Licensed Product or Licensed Service in each country in its first progress and royalty reports following such first Sale of a Licensed Product or Licensed Service. 8.4 After 11.6 Beginning with the earlier of (i) the first SALE anywhere Sale or other exploitation of a Licensed Product or Licensed Service or (ii) the first transaction that results in Sublicense Fees accruing to The Regents, the world, LICENSEE Licensee will make quarterly royalty [*] Earned Royalty and Sublicensee Fee reports to REGENTS within sixty (60) days after the quarters ending March 31, June 30, September 30, and December 31, The Regents on or before [*] of each year. Each such royalty Earned Royalty and Sublicensee Fee report will be substantially similar to APPENDIX A cover Licensee’s most recently completed calendar quarters and include will, at least the followinga minimum, show: 11.6.1 the gross invoice prices and Net Sales of Licensed Products or Licensed Services Sold or otherwise exploited (aitemizing the applicable gross proceeds and any deductions therefrom), any Attributed Income (itemizing the applicable gross proceeds and any deductions therefrom) The number of LICENSED PRODUCTS manufactured and any Service Income (itemizing the number SOLDapplicable gross proceeds and any deductions therefrom) due to the Licensee; (b) Gross revenue from SALE 11.6.2 the quantity of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHODeach type of Licensed Product and/or Licensed Service Sold or otherwise exploited; (c) NET SALES 11.6.3 the country in which each Licensed Product and Licensed Service was made, used or Sold or otherwise exploited; 11.6.4 the Earned Royalties, in United States dollars, payable with respect to Net Sales and Service Income after, in each year, credit for the minimum annual royalty paid to The Regents for such year pursuant to Paragraph 2.58.2; (d) Total royalties due REGENTS11.6.5 the Sublicense Fees, in United States dollars, payable with respect to Attributed Income; 11.6.6 the method used to calculate the Earned Royalty, specifying all deductions taken and the dollar amount of each such deduction; 11.6.7 the exchange rates used, if applicable; 11.6.8 the amount of the cash equivalent of any non-cash consideration including the method used to calculate the non-cash consideration; and (e) Names 11.6.9 for each Licensed Product and addresses each Licensed Service, the specific Patent Rights identified by UC Case Number exercised by the Licensee or any Affiliate, Joint Venture or Sublicensee in the course of any new SUBLICENSEES along making, using, selling, offering for Sale or importing such Licensed Product and/or using, selling or offering for Sale such Licensed Service. [*] = Certain confidential information contained in this document, marked by brackets, is filed with a summary the Securities and Exchange Commission pursuant to Rule 406 of the material terms Securities Act of each new SUBLICENSE AGREEMENT entered into during the reporting quarter1933, as amended. 8.5 11.7 If no SALEs Sales of Licensed Products and Licensed Services have occurred been made and no Licensed Products and Licensed Services have been otherwise exploited and no Attributed Income is due to the Licensee during the report any reporting period, then a statement to this effect is required must be provided by the Licensee in the royalty report for that periodimmediately subsequent Earned Royalty and Sublicense Fee report.

Appears in 1 contract

Samples: Exclusive License Agreement (Principia Biopharma Inc.)

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