Royalties and License Fees. Costs incurred due to royalties and user-licenses arising from or related to the Work.
Royalties and License Fees. Royalties, license fees or other charges for patents, copyrights and other intellectual property for designs, processes, technology, published or unpublished data, information or technical materials including, but not limited to, manuals, computer programs, or other deliverables furnished by Contractor, or for processes or methods employed by Contractor in performing the services, shall be included in the Contract price.
Royalties and License Fees. Contractor shall pay all royalties and license fees and shall procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, equipment, methods, processes and systems incorporated into the Project. In performing the Services, Contractor shall not incorporate into the Project any materials, equipment, methods, processes or systems which involve the use of any confidential information, intellectual property or proprietary rights which Owner does not have the right to use or which may result in claims or suits against Owner or Contractor arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other proprietary or intellectual property rights, or applications for any such rights, or use of confidential information.
Royalties and License Fees. The Design/Builder shall pay all royalties and license fees. If a particular process, product or device is specified in the Contract Documents and is known to be subject to patent rights, copyright or other intellectual property rights, the existence of such rights shall be disclosed in the Contract Documents, and the Design/Builder shall be for payment of all associated royalties and license fees. To the maximum extent permitted by law, the Design/Builder shall indemnify, hold the Owner harmless, and defend all suits, claims, losses or damages resulting from infringement of patent rights, copyright, or other intellectual property rights resulting from incorporation into the Work of any design, process, product, or device specified in the Contract Documents.
Royalties and License Fees. Contractor shall pay all applicable and required initial royalties and license fees (it being understood that Contractor is not responsible for ongoing maintenance and support fees) and shall procure for the benefit of Concessionaire and/or the Department, as applicable, at Contractor’s sole expense (other than ongoing maintenance and support fees), the appropriate rights, licenses, agreements and permissions for materials, methods, processes and systems incorporated into the DB Project. In performing the DB Work hereunder, Contractor shall not incorporate into the DB Project any materials, methods, processes or systems which involve the use of any confidential information, intellectual property or proprietary rights which Concessionaire, the Department or Contractor does not have the right to use or which may result in Claims or suits against Concessionaire, the Department or Contractor arising out of Claims of infringement of any domestic or foreign patent rights, copyrights or other proprietary rights, or applications for any such rights, or use of confidential information. Any such rights held by Contractor with respect to items incorporated in the DB Work shall be assigned or licensed to the Department or Concessionaire, as applicable, at no additional cost to the Department or Concessionaire, in connection with the use or operation of the DB Project.
Royalties and License Fees. Contractor shall pay all royalties and license fees which may be payable on account of the Work or any part thereof. In case any part of the Work is held in any suit to constitute infringement and its use is enjoined, Contractor within a reasonable time shall, at the election of Company and in addition to Contractor’s obligations under Article 12, either (a) secure for Company the perpetual right to continue the use of such part of the Work by procuring for Company a royalty-free license or such other permission as will enable Contractor to secure the suspension of any injunction, or (b) replace at Contractor’s own expense such part of the Work with a non-infringing part or modify it so that it becomes non-infringing (in either case with changes in functionality that are acceptable to Company).
Royalties and License Fees. (a) For each paid admission to a 3D Show at each Auditorium [***] that is then using either the REAL D System or REAL D Dual Projectors (each, a [***], Licensee will pay to REAL D a royalty (each, a) [***] in an amount equal to U.S. [***]
(b) With respect to each Location [***] which has [***] Auditoriums that is then using either a REAL D System or REAL D Dual Projectors (each, an [***] in accordance with the terms and provisions of Schedule 5.1(b) hereto. [***]
(c) [***]
(A) [***]
(B) [***] For purposes of this Agreement, a [***] Finally, each of Licensee and REAL D acknowledges and agrees that, in no event, and at no time, shall [***]
Royalties and License Fees. (a) Licensee shall pay Licensor henceforth (and retroactively between January 1, 2009 and the date hereof) a royalty (the “Royalty”) in cash in an aggregate amount equal to (i) 9.36% of the Royalty Base, plus (ii) 2.02% of the excess, if any, of the Royalty Base over $1,548,500,000.
(b) Licensee will, and will cause its Affiliates to, ensure that the pricing of vignettes and other similar short-form programs included in the Royalty Base is expressly identified and set forth in a written agreement or invoice with the applicable advertiser or sponsor.
(c) Licensee agrees that it will, and will cause its Affiliates to, use good faith efforts not to structure arrangements or agreements in a manner intended to cause revenues of transactions or series of related transactions that would otherwise be included in the Royalty Base not to be included in the Royalty Base and will ensure that each of the Packaged Sales Transaction Process, Vignettes Transaction Process, and Allocations are made at arm’s length and in good faith.
(d) For purposes of this Agreement only:
Royalties and License Fees. (a) [***] For each paid admission to a 3D Show at each Auditorium [***] that is then using the RealD System, excluding any paid admission for which Licensee refunds the price therefore (each, a “[***]”), Licensee will pay to RealD a royalty [***]
(b) With respect to each Location [***] which has [***] Auditoriums that is then using a RealD System (each such Location, an [***] [***]
(c) [***]
(1) [***]
(2) [***]
(d) [***] Each of Licensee and RealD acknowledges and agrees that, in no event, and at no time, shall [***]
Royalties and License Fees. 4.1 Within thirty (30) days after the Effective Date, LICENSEE shall pay to UABRF a license fee of [***] Dollars ($[***]). With six (6) months after the Effective Date, LICENSEE shall pay one-half (1/2) of the total amount of patent expenses incurred to-date by UABRF in connection with protection of UABRF Patent Rights as set forth on Exhibit A, attached hereto and incorporated by reference herein, and within one (1) year of the Effective Date, Licensee shall pay UABRF the remaining one-half (1/2) of said patent expenses, as set, forth on Exhibit A. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.
4.2 Throughout the Life of this Agreement, LICENSEE shall pay to UABRF for sale of Licensed Products sold by LICENSEE or its Affiliates or its sublicensees an earned royalty of [***]percent ([***]%) of the Net Sales of Licensed Products. It is acknowledged and agreed that, in the event Licensee reasonably determines that licenses from third parties are necessary or appropriate to advance the development or commercialization of Licensed Products, LICENSEE shall provide notice to UABRF and shall document the costs of such licenses, and the parties shall in good faith agree upon commercially reasonable reductions in the royalty rate.
4.3 Upon the receipt by LICENSEE of notice that a Licensed Product has been approved by the applicable U.S. federal regulatory authorities for commercial sale, LICENSEE shall pay UABRF [***] Dollars ($[***]), which shall be a credit against the royalties on Net Sales and the annual Minimum loyalties that thereafter are due and owing.
4.4 Beginning on the earlier of (i) the next January 1 after the first year anniversary of the date of First Commercial Sale of Licensed Products anywhere in the world, or (ii) January 1, 2003, and continuing thereafter for the Term of the Agreement, LICENSEE shall pay to UABRF cumulative minimum annual royalties, as follows: The minimum annual royalty shall be paid to UABRF by the end of the first calendar quarter of the year in which it is due, and shall be credited against the total earned royalties and sublicense fees due and owing for the calendar year in which the minimum payment was made. The amount of the first such minimum royalty shall be [***] Dollars ($[***]). The annual minimum royalty shall increase b...
