Royalties and Milestone Payments. EYEFITE shall be obligated to make to PHS, for as long as the PHS Agreement is in effect and obligates CANFITE to make any payments to PHS, the following Royalty, Milestone and Sublicensing payments to PHS under the PHS Agreement, as follows:
Royalties and Milestone Payments. (a) The Licensee shall also pay to The Regents an EARNED ROYALTY of [***] of the Net Sales of Licensed Products, provided that the earned royalty shall be [***] of Net Sales of a Licensed Product if Net Sales of the Licensed Product are less than [***] per year in any given calendar year of sales. ***Confidential Treatment Requested 10
(b) Any earned royalty due under Paragraph 5.1(a) shall be reduced by [***] in the event that a Licensed Product is not covered by Regents' Patent Rights but is covered by or developed from Regents' Technology Rights.
5.2 Paragraphs 1.1, 1.2, and 1.3 define Regents' Patent Rights, Licensed Products and Licensed Methods so that royalties shall be payable on products and methods covered by both pending patent applications and issued patents, provided that no earned royalties shall be payable under Regents' Patent Rights on pending claims that are abandoned or that are pending for more than thirty (30) years from the effective date of this Agreement. In no event shall any royalty be due under Regents' Patent Rights or Regents' Technology Rights after the expiration of the last-to-expire patent licensed hereunder which covers the Licensee's activities.
(a) Paragraphs 1.6, 1.2, and 1.3 define Regents' Technology Rights, Licensed Products and Licensed Methods so that royalties shall be payable on products and methods covered by Regents' Technology Rights but not Regents' Patent Rights, in accordance with Paragraph 5.1(a) and (b). No royalties shall be payable under Regents' Technology Rights in any country after ten (10) years from the date of first commercial sale in that country, or after a patent licensed hereunder that covers the Licensee's activities has expired in that country, as provided for in Paragraph 5.2 above. No royalties shall be payable under Regents' Technology Rights on products developed independently of Regents' Technology Rights.
5.3 Earned royalties shall accrue in each country for the duration of Regents' Patent Rights or Regents' Technology Rights in that country and shall be payable to The ***Confidential Treatment Requested 11 Regents when Licensed Products are invoiced, or if not invoiced, when delivered to a third party. For earned royalties accruing on sales for cash (or the equivalent thereof) outside the United States, the Licensee may delay payment of earned royalties until it actually receives payment from its customer, provided that such delay does not exceed three (3) months from the date of invo...
Royalties and Milestone Payments. 5.1 As part of the consideration for the rights granted by the Licensor to the Licensee under this Agreement, the Licensee will pay to the Licensor, on a quarterly basis, an annual royalty of *****% of annual Net Revenue and *****% of annual Sublicensing Revenue (collectively, the “Royalties”).
Royalties and Milestone Payments. The royalties and Milestone Payments that are payable under the License Agreement shall be as set forth in the License Agreement. For clarity, the Company shall not be required to pay any royalties or Milestone Payments with respect to the Grandfathered AIP Compounds or Grandfathered Intent to Access Compounds.
Royalties and Milestone Payments. 4.1 Royalties. <OMITTED AND
Royalties and Milestone Payments. 5.1 In consideration of the license granted hereunder, the Licensee shall pay to the University a royalty comprised of [***] of the Revenue.
5.2 In anticipation that the Licensee may have to enter into additional royalty bearing technology licenses with third parties which are essential in order to practice and maximize the commercial success of the Technology and/or Improvements and/or Products, the University agrees, if required by the Licensee and if the Licensee has entered into one or more such licenses with third parties, that the royalty on Revenues payable hereunder will be reduced in accordance with this Section 5.2 if the combined royalty rates of the additional technology licenses and this License Agreement exceed [***] The royalty rate payable on Revenues hereunder will be reduced by [***] of the amount in excess of [***] but in no event will the royalty payable to the University hereunder be reduced to less than [***] of Revenue. For example, if the additional royalty rates of the additional technology licenses were [***] then the combined royalty rates would be [***] and the royalty payable to UBC hereunder would be reduced by the following amount: [***] and the royalty payable to the University would be reduced to [***]
5.3 The royalty shall become due and payable within thirty (30) days of each respective Royalty Due Date and shall be calculated with respect to the Revenue in the three (3) month period immediately preceding the applicable Royalty Due Date.
5.4 All payments of royalties and/or milestone payments made by the Licensee to the University hereunder shall be made in Canadian dollars without any reduction or deduction of any nature or kind whatsoever, except as may be prescribed by Canadian law.
5.5 Products shall be deemed to have been sold by the Licensee, a sublicensee or a sub-sublicensee and included in the Revenue when invoiced, or if not invoiced, then when delivered, shipped, or paid for, whichever is the first.
5.6 Any transaction, disposition, or other dealing involving the Technology or any part thereof between the Licensee and another person that is not made at fair market value shall be deemed to have been made at fair market value, and the fair market value of that transaction, disposition, or other dealing shall be added to and deemed part of the Revenue and shall be included in the calculation of royalties under this Agreement.
5.7 In addition to all other payments due pursuant to this Article 5, the Licensee shall ...
Royalties and Milestone Payments. SECTION 6.1 Subject to the terms and conditions of this AGREEMENT, and as consideration for the licenses granted under this AGREEMENT, CUBIST shall pay to the UNIVERSITY an earned royalty of [ * ] of NET SALES of the [ * ] launched by CUBIST [ * ]. CUBIST shall pay to * Confidential Treatment Requested. Omitted portions filed with the Commission. the UNIVERSITY an earned royalty of [ * ] of NET SALES of [ * ] sold by CUBIST [ * ].
SECTION 6.2 Commencing the QUARTER in which the first NET SALES occur (the "first QUARTER"), and continuing as specified in the table below, CUBIST shall pay to UNIVERSITY [ * ] royalties according to the following schedule: QUARTERS [ * ] ROYALTY DUE -------- ----------------- [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] CUBIST shall continue to pay such [ * ] as defined in Section 3.1. UNIVERSITY shall fully credit each payment of [ * ] royalties against any earned royalties payable by CUBIST with respect to the QUARTER in which the minimum royalty is made.
SECTION 6.3 CUBIST shall pay milestones payments to the UNIVERSITY as follows:
(a) CUBIST shall pay UNIVERSITY a milestone payment of [ * ] upon [ * ]. Such [ * ] is prepared for review;
(b) CUBIST shall pay UNIVERSITY a milestone payment of [ * ] upon [ * ]. Such [ * ];
(c) CUBIST shall pay UNIVERSITY a milestone payment of [ * ] upon the [ * ]; * Confidential Treatment Requested. Omitted portions filed with the Commission.
(d) CUBIST shall pay UNIVERSITY a milestone payment of [ * ] upon the [ * ]; CUBIST shall pay to the UNIVERSITY a one time milestone payment of [ * ] upon the receipt by [ * ]. Only one such milestone payment shall be due [ * ]; and,
(e) CUBIST shall pay to UNIVERSITY a patent issue fee of [ * ] for each [ * ]. The first of such fees will be due upon [ * ];
SECTION 6.4 CUBIST shall pay all royalties accruing to UNIVERSITY in U.S. Dollars within [ * ] days following the QUARTER being reported. All milestone payments shall be paid within [ * ] days of the occurrence of the milestone event.
SECTION 6.5 If any patent or any claim thereof included within UNIVERSITY'S PATENT RIGHTS shall be found invalid by a court of competent jurisdiction and last resort, from which decision no appeal may be taken, CUBIST'S obligation to pay UNIVERSITY * Confidential Treatment Requested. Omitted portions filed with the Commission. 10 royalties based on such patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such decision. CUBIST sha...
Royalties and Milestone Payments. 5.1 During the Term, or until this Agreement is earlier terminated, the Licensee agrees to pay the University a royalty of 1% of the world-wide Net Sales of Products.
5.2 All royalty payments due under Section 5.1 shall be paid by the Licensee, the Affiliate and/or the Sublicensee, to the University semi-annually within 60 days of the end of each pay period, commencing with the first payment due within 60 days from the end of the Licensee's first fiscal year in which the first Net Sales of Products are made.
5.3 The Licensee will use its best efforts to ensure that any Affiliate meets its obligations under this Agreement.
5.4 In addition to the forgoing royalties, the Licensee hereby covenants that the University will receive options on the following terms:
5.4.1 These options shall provide to the University the right to acquire a number of common shares of ViRexx, Inc. which is equal to 5% of Available Options at any give time during the first three years of the Term;
5.4.2 The first option will be granted on the date of closing of ViRexx, Inc.'s first round of financing. The second option will be granted on the date of closing of ViRexx, Inc.'s second round of financing. The third option will be granted on the closing of the third round of financing and so on until the third anniversary date of this Agreement;
5.4.3 The term of the options is for five years from the date ("Option Grant Date") of the closing of each round of financing (i.e. the first option's term is five years from the date of the closing of the first round of financing, the second option's term is five years from the closing of the second round of financing and so on) and if the options are not exercised prior to the fifth anniversary date of each Option Grant Date, the University shall no longer be entitled to exercise the options in whole or in part and the University's right to be granted options shall be of no further force or effect;
5.4.4 The options will provide for an exercise price equal to the same price per share that is being offered to the investors at each round of financing which occurs from time to time during the existence of the options.
5.4.5 Schedule "B" contains an illustration and word description of how the options referred to herein are designed to be granted, exercised and priced.
5.5 The Licensee shall pay to the University one milestone payment of $250,000(CAD) upon commencement of Phase III clinical trials for each Product.
Royalties and Milestone Payments. 7 3.1. Royalties Payable by Modex............................. 7
Royalties and Milestone Payments. Seller shall pay to Buyer (a) milestone payments of up to $3 million in the aggregate with respect to the first pharmaceutical product developed by Buyer under the GPCR Directed Chemistry Program (the "Initial GPCR Product") and under the Solvay Agreement (the "Initial Solvay Product"), and (b) royalties on either the Initial GPCR Product or the Initial Solvay Product, whichever is commercialized first. The following milestones shall be paid upon the occurrence, if ever, of the following events: (A) $1 million upon Buyer's execution of an agreement with a third party collaborator for the development and commercialization of the Initial GPCR Product (the "First GPCR Event"), (B) $2 million upon commencement of Phase III clinical trials of the Initial GPCR Product, (C) $1 million upon commencement of Phase III clinical trials of the Initial Solvay
