Royalties and Milestones Sample Clauses

Royalties and Milestones. 6.1. In countries where manufacture, sale, offer for sale, import, or use of Licensed Products is [* * *], the royalty rate shall be: [* * *] of Net Sales for any Derived Product(s) by LICENSEE derived from use of Technology in Screening Capacity which may not be reduced by any provision of the this Agreement. [* * *] of Net Sales of any Licensed Product by LICENSEE which may not be reduced to less than [* * *] by any term or provision of the this Agreement. The minimum annual royalty (MAR) shall be $[* * *] due upon the first occurrence of Net Sales of Licensed Product and annually thereafter. The MAR shall be creditable and carry forwardable against future royalties. [* * *] of Net Sales from Licensed Service by LICENSEE which may not be reduced by any provision of this Agreement. If a product is both a Licensed Product and a Derived Product, it shall only be subject to the royalty payable as a Licensed Product. No matter how many Licensed Patents are involved in any one such product or service, only one royalty, the higher royalty of those listed above, shall be due. REGENTS shall not be entitled to any royalties on Sales of Licensed Products or Derived Products or Licensed Services by Sublicensees, but shall be entitled to the percentage of sublicense royalties and other fees received by LICENSEE set forth in paragraph 4.2 of this Agreement.
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Royalties and Milestones. 5.1 Licensee will pay to The Regents earned royalties (“Earned Royalties”) at the rate of […***…] percent ([…***…]%) of the Net Sales in the Licensed Territory of each Derived Product for fifteen (15) years after first Sale of each such Derived Product. 5.2 Earned Royalties accruing to The Regents will be paid to The Regents semiannually within […***…] days after the end of each […***…] month period as follows: November 1 (for the […***…] month period commencing March 1 of that year), and May 1 (for the […***…] month period commencing September 1 of the prior calendar year). 5.3 All consideration due The Regents will be payable in United States dollars. When Derived Products are Sold for monies other than United States dollars, the Earned Royalties will first be determined in the foreign currency of the country in which the Sale was made and then converted into equivalent United States dollars. The exchange rate will be that quoted in the Wall Street Journal on the last business day of the reporting period. 5.4 Payments due for Sales occurring in any country outside the United States will not be reduced by any taxes, fees, or other charges imposed by the government of such country on the remittance of royalty income. Licensee will also be responsible for all bank transfer charges. 5.5 Licensee will make all payments under this Agreement either by check or electronic transfer, payable to “The Regents of the University of California” and Licensee will forward such payments to The Regents at the address shown in Paragraph 20.1 below. 5.6 No Earned Royalties will be collected or paid hereunder on Sales of Derived Products to, or for use by, the United States Government. Licensee will reduce the amount charged for such Sales by an amount equal to the Earned Royalties otherwise due The Regents as provided herein. (a) Within […***…] days after the […***…], whichever occurs first, Licensee will pay to The Regents a one-time, non-refundable and non-creditable milestone fee of […***…] dollars ($[…***…]). (b) Within […***…] days after the […***…], whichever occurs second and for which a milestone fee was not paid under Paragraph 5.7(a), Licensee will pay to The Regents a onetime, non-refundable and non-creditable milestone fee of […***…] dollars ($[…***…]). (c) For clarity, the milestone fees in clauses (a) and (b) above shall each be payable only once, […***…].
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Royalties and Milestones. For any Terminated Product that has completed a successful Phase 3 Clinical Trial prior to the effective date of termination for which a program transfer has occurred pursuant to this Section 14.8, the terms of ARTICLE 8 covering royalties shall apply (including the royalty term thereof), mutatis mutandis, to the payment by Liquidia to G&W of a [***] percent ([***]%) royalty for each such Terminated Product if such Terminated Product is developed or commercialized.
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Royalties and Milestones. (a) In consideration of the grant of the exclusive licenses specified in Paragraph 2.1, OPEXA agrees to pay BAYLOR the following applicable royalties and milestones in accordance with the provisions set forth in Table 3.1 below and Paragraph 3.1 (b); ---------------------------------------------------- ----------------------------------------------------------------- Table 3.1 Consideration ---------------------------------------------------- ----------------------------------------------------------------- Financing Event/Value to BAYLOR OPEXA Royalty and Payment Obligations to BAYLOR ---------------------------------------------------- ----------------------------------------------------------------- Scenario 1: OPEXA closes on a financing event with o __% royalty on Net Sales of Licensed Patented Products capital raised from outside sources (other than where annual Gross Sales of said Licensed Patented BAYLOR) that generates $_________ or more in Product is less than or equal to _______ ($__________) equity value to BAYLOR within eighteen (18) dollars. This royalty rate applies to Net Sales of months of the Agreement Date. OPEXA, including Affiliates. This royalty rate shall not apply to Net Sales of OPEXA sublicensees. As For example: OPEXA closes on a financing round of stated below, OPEXA sublicensees shall pay a __% $________for a 40% ownership stake in the company. royalty, regardless of product sales level. The value of the company would then be (5 o __% royalty on Net Sales of Licensed Patented million/0.4) = $_________. The value to BAYLOR Product(s) where annual Gross Sales of said Licensed would then be value of the company multiplied by Patented Product exceed ________ ($________) dollars. the percentage ownership retained by BAYLOR. In This royalty rate applies to Net Sales of OPEXA, this case the value to BAYLOR would be including Affiliates. (0.8)(0.6)(___) = $_________. o 1% royalty on Net Sales of Licensed Patent Pending - where (0.8 or 80%) reflects the initial BAYLOR Product(s). This royalty rate applies to Net Sales of ownership percentage of outstanding capital stock OPEXA, including Affiliates. in OPEXA. o __% royalty on Net Sales of Licensed Patented Products Because the value to BAYLOR exceeds $__________in or Licensed Patent Pending Products sold by OPEXA this example, the consideration terms of Scenario sublicensees. 1 would apply. ---------------------------------------------------- ---------------------------------------------...
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Royalties and Milestones a. Paragraph 6.1 is hereby deleted and replaced in its entirety with the following:
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Royalties and Milestones. 9.1 In consideration of the rights granted by this agreement, Protherics will make the payments specified in this clause 9. 9.2 Protherics will pay Advancell five hundred thousand pounds (£500,000) within five (5) days following the Effective Date. 9.3 Protherics will pay to Advancell a royalty at the rate of twelve point eight per cent. (12.8%) of: (a) the Net Selling Price in respect of each Royalty Event concluded in the European Union or the United States of America; and (b) the Net Selling Price of Protherics in respect of each other Royalty Event, as provided in clause 9.4. 9.4 Protherics shall pay royalties in accordance with clause 9.3 from the first disposal for value of the Product for the Indication until, on a country-by-country, or territory-by-territory basis, the later to occur of: (a) the * anniversary of the First Commercial Sale of the Product in such country or territory; and (b) the expiry of the last Valid Claim of any Patent in such country or territory claiming the use of the Product for the Indication, and, following such cessation of the obligation to pay royalties in a country or territory, the Licence will continue in effect in such country or territory on a fully paid-up basis for the remainder of the Term. . 9.5 If Protherics grants any Sub-licence before filing its first application for the grant of a Marketing Authorisation for the Product for the Indication anywhere in the European Union or in the United States of America, Protherics will pay Advancell * per cent. (*%) of Protherics’ receipts in the form of development or commercialisation milestones, whether cash or otherwise (other than any Net Selling Price and any sum the subject of clause 3.6), pursuant to such Sub-licence, received by Protherics prior to the grant of the first such Marketing Authorisation, including any development-related milestones. 9.6 Payments pursuant to clauses 9.3 or 9.5 will be made Quarterly thirty (30) days after the end of the Quarter in which Protherics (or in the case of clause 9.3(a), its relevant Sub-licensee) receives the Net Selling Price or other receipt on which they are calculated. * confidential treatment requested 9.7 Subject to clause 9.9, Protherics will pay Advancell milestone payments as follows (and no such milestone will be payable more than once): (a) £3,500,000 at the start of the first Phase IIb Study; (b) £* at the start of the *; (c) £* upon *; (d) £* upon *; (e) £* upon the *; and (f) £* upon the *. 9.8 For the purpose...
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Royalties and Milestones 
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Related to Royalties and Milestones

  • Milestones Subject to the provisions of the SGIP, the Parties shall agree on milestones for which each Party is responsible and list them in Attachment 4 of this Agreement. A Party’s obligations under this provision may be extended by agreement. If a Party anticipates that it will be unable to meet a milestone for any reason other than a Force Majeure event, it shall immediately notify the other Parties of the reason(s) for not meeting the milestone and (1) propose the earliest reasonable alternate date by which it can attain this and future milestones, and (2) requesting appropriate amendments to Attachment 4. The Party affected by the failure to meet a milestone shall not unreasonably withhold agreement to such an amendment unless it will suffer significant uncompensated economic or operational harm from the delay, (1) attainment of the same milestone has previously been delayed, or (2) it has reason to believe that the delay in meeting the milestone is intentional or unwarranted notwithstanding the circumstances explained by the Party proposing the amendment.

  • Targets and Milestones You may choose to develop specific additional targets and milestones which assess your performance in ITT over time – particularly if ITT trainees make up a significant proportion of your overall student body. Alternatively, you may have targets and milestones in your existing 2012-13 access agreement which you now also wish to apply to undergraduate and/or postgraduate ITT trainees. These targets may be statistical – based on how representative your entrants are and/or your retention performance – and might include annual or interim milestones to help you monitor whether you are making progress. You may wish to include criteria around the numbers of trainees in receipt of a full or partial maintenance grant, as financial data will need to be collected to determine bursary support and the data will also be accessible through the Student Loans Company for HEBSS subscribers. You may also wish to consider the TDA guidance at Annex C which gives information on specific groups that are underrepresented in the teaching profession.

  • Development Milestone Payments (i) In addition to the Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the attainment of the development ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall cause the Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each, a “Development Milestone Payment” and collectively, the “Development Milestone Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the occurrence of the Res 5-0010 Asthma Study Completion, a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [**]; (E) Upon marketing authorization of Reslizumab for the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; and (F) Upon FDA approval of an Oral Anti-TNF Product, a cash payment of [**].

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

  • Sales Milestones (a) As to each Therapeutic Product, SANOFI-AVENTIS shall pay MERRIMACK up to a total of Sixty Million Dollars (US$60,000,000) upon the first achievement of the following Net Sales milestones, on a Therapeutic Product-by-Therapeutic Product basis: (i) Total Worldwide Net Sales for such Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (ii) Total Worldwide Net Sales for such Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (iii) Total Worldwide Net Sales for Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (b) Each milestone payment set forth in Section 8.4(a) shall be payable by SANOFI-AVENTIS upon the achievement of the related milestone event by SANOFI-AVENTIS and its Affiliates or sublicensees, and SANOFI-AVENTIS shall provide notice to MERRIMACK promptly upon achievement of such milestone event. SANOFI-AVENTIS shall pay MERRIMACK each such milestone payment within [**] days of such achievement of the related milestone event. (c) For purposes of clarity, more than one of the Net Sales milestones set forth above may be earned in the same four (4) consecutive calendar quarter period with respect to a Therapeutic Product. For example, if total worldwide Net Sales with respect to a given Therapeutic Product have not achieved any of the lower sales milestone thresholds set forth in clause (i) or (ii) of Section 8.3(a) above in any previous four (4) consecutive calendar quarter period, but total worldwide Net Sales with respect to such Therapeutic Product exceed $[**] in a subsequent four (4) consecutive calendar quarter period, then all three milestone payments, totaling $60 Million, payable upon achievement of the sales milestone thresholds set forth in clause (i), (ii) and (iii) of Section 8.3(a) above shall become payable to MERRIMACK hereunder.

  • SCHEDULE AND MILESTONES The Parties shall execute one (1) Annex concurrently with this Umbrella Agreement. The initial Annex and any subsequent Annexes will be performed on the schedule and in accordance with the milestones set forth in each respective Annex.

  • Milestone Fees Licensee will pay Milestone Fees indicated in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly Payment Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(b) of the Patent & Technology License Agreement are achieved.

  • Milestone A principal event specified in the Contract Documents including the Material Completion and Occupancy Date and other events relating to an intermediate completion date or time.

  • Commercial Milestones (a) Within [*****] calendar days after the end of the first Calendar Year in which aggregate annual Net Sales for that Calendar Year for the Licensed Product in the Territory reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight shall notify VistaGen of the achievement of such Commercial Milestone Event and VistaGen shall invoice EverInsight for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight shall remit payment to VistaGen within [*****] Business Days after the receipt of the invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”): (1). [*****] (2). [*****] (3). [*****] (4). [*****] (5). [*****] (b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of Licensed Product(s) in the Territory shall be aggregated. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall be payable only once, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achieved. (c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days of receipt of such invoice. (d) In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the achievement of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred shall be referred to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundable.

  • Sales Milestone Payments Artiva shall make the following one-time, non-refundable and non-creditable sales milestone payments to GCLC when the aggregate annual Net Sales of Products in the Territory first reach the thresholds specified below. Artiva shall notify GCLC promptly of the achievement of each such sales threshold. Each sales milestone payment shall be made by Artiva within [***] days after the end of the calendar quarter in which such sales threshold is achieved. To the extent more than one sales threshold is reached in any given calendar year, then the applicable milestone payment for each such achievement shall be due and owing with respect to such calendar year. For clarification, the total milestone payments payable hereunder if all milestone events are achieved is [***].

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