Royalties and Payments Clause Samples
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Royalties and Payments. 5.1 HeartLab shall pay to Berkeley Lab an earned royalty of [***] of the Selling Price of each Licensed Product HeartLab sells. That [***] royalty represents a royalty of [***] of Selling Price for the license of Licensed Patents and [***] of Selling Price for the license of Proprietary Rights. The parties understand that the [***] royalty rate only applies to sales in countries where there is a Valid Claim in the Licensed Patents that claims the manufacture, use or sale of the Licensed Product; in all other countries, the [***] royalty rate applies. In addition, HeartLab shall pay to Berkeley Lab an earned royalty of [***] of the Selling Price of each Alternate Methodology Product HeartLab or its sublicensee or Affiliate sell.
5.2 Under this Agreement a Licensed Product is considered to be sold when reimbursed, or if not invoiced, when delivered to a third party. But when the last patent covering a Licensed Product expires or when the license terminates, any shipment made on or before the day of that expiration or termination that has not been billed out before is considered as sold (and therefore subject to royalty). Berkeley Lab shall credit royalties that HeartLab pays on a Licensed Product that the customer later rejects, returns or does not accept.
5.3 For each sublicense, HeartLab shall pay Berkeley Lab the same royalties it would pay if HeartLab was making, using, or selling Licensed Products under this Agreement. The royalties paid to HeartLab may exceed the royalties paid to Berkeley Lab.
5.4 HeartLab shall pay to Berkeley Lab by August 31 of each year the difference between the earned royalties for that calendar year already paid to Berkeley Lab and the minimum annual royalty set forth in the following schedule. Berkeley Lab shall credit that minimum annual royalty paid against the earned royalty due and owing for the calendar year in which HeartLab made the minimum payment. 1997 $ [***] 1998 $ [***] 1999 $ [***] 2000 and each year thereafter $ [***] If HeartLab’s rights convert to non-exclusive, the minimum annual royalty amounts set forth in this Section 5.4 shall [***].
5.5 HeartLab shall send payment for royalties accruing to Berkeley Lab quarterly together with its royalty report under paragraph 7.4.
5.6 HeartLab shall make checks payable to “The Regents of the University of California (Berkeley Lab/L-97-1203).” HeartLab shall pay Berkeley Lab only in United States dollars. If a Licensed Product is sold for moneys other than United States d...
Royalties and Payments. 8.1 In consideration of the license herein granted, LICENSEE shall pay royalties and payments to LICENSOR as follows:
(a) License Issue Fee of [*] Dollars ($[*]), which said License Issue Fee shall be deemed earned and due immediately upon the execution of this Agreement.
(b) License Maintenance Fees of $[*] on [*], $[*] on [*] and $[*] on each [*] while royalty payments are payable pursuant to Section 8.1(d); provided, however, that the License Maintenance Fee for a given year shall be creditable against any Running Royalties subsequently due during said year under subparagraph 8.1(d) below.
(c) Milestone payments of $[*] upon first use of a Product in humans and $[*] upon first FDA approval (or equivalent in another major country) of a Product for the first indication.
(d) Running Royalty in an amount equal to (i) [*] percent ([*]%) of the Net Sales of the Non-Conjugated Products and (ii) [*] percent ([*]%) of the Net Sales of the Conjugated Products.
8.2 The royalties otherwise due and payable by LICENSEE hereunder shall be reduced by an amount equal to the royalty amounts LICENSEE or any Sublicensee must pay to any third party with respect to the development, manufacture, import or export, use or sale of any Product; provided, however, that in no event shall the royalty payments due and payable to LICENSOR be reduced to less than [*] percent ([*]) of the royalties set forth in Section 8.1(d).
8.3 All payments shall be made hereunder in U.S. dollars; provided however, that if the proceeds of the sales upon which such royalty payments are based are received by the LICENSEE in a foreign currency or other form that is not convertible or exportable in dollars, and the LICENSEE does not have ongoing business operations or bank accounts in the country in which the currency is not convertible or exportable, the LICENSEE shall pay such royalties in the currency of the country in which such sales were made by depositing such royalties in LICENSOR'S name in a bank designated by LICENSOR in such country. Royalties in dollars shall be computed by converting the royalty in the currency of the country in which the sales were made at the exchange rate for dollars prevailing at the close of the business day of the LICENSEE'S quarter for which royalties are being calculated as published the following day in the Wall Street Journal (or, if it ceases to be published, a comparable publication to be agreed upon from time to time by the parties), and with respect to those co...
Royalties and Payments. 3.1 Subject to all other terms and conditions of this Agreement, Licensee will pay to Licensor:
(a) subject to Section 3.4 below and during the Tax Credit Term, a royalty (the “Refined Coal Royalty”) of * on the per-ton, pre-tax margin of Refined Coal that (a) is produced pursuant to the Technology License or any Technology Sublicense, and (b) produces a valid and verifiable Section 45 Tax Credit; provided, however, that such per-ton, pre-tax margin of Refined Coal shall (i) be net of all directly allocable operating expenses and all utility payments incurred by Licensee or a Sublicensee, as applicable, in connection with the production and sale of the Refined Coal, and (ii) exclude any and all closing payments of cash or prepayments of applicable lease rents and any associated non-cash amortization thereof (or similar payments under non-lease structures). For the avoidance of doubt, an example of how the Refined Coal Royalty would be calculated in accordance with Section 3.1(a) is included in Schedule 3.1(a) hereto.
(b) subject to Section 3.4 below and during the Tax Credit Term, in the event that Licensee (or a Licensee Affiliate) does not monetize a Facility with a third party and instead opts to retain the Section 45 Tax Credits from that Facility for Licensee’s (or Licensee Affiliate’s) own benefit, such that there is no per-ton, pre-tax margin for the Refined Coal produced by such Facility, the Refined Coal Royalty for the Refined Coal produced by such Facility will be * of the Section 45 Tax Credits claimed by Licensee (or a Licensee Affiliate), or their respective owners, on the Refined Coal produced by such Facility net of all directly allocable operating expenses and all utility payments incurred by Licensee (or a Licensee Affiliate) in connection with the production and sale of such Refined Coal. For the avoidance of doubt, an example of how the Refined Coal Royalty would be calculated in accordance with Section 3.1(b) is included as part of Schedule 3.1(a) hereto.
(c) during the Term of this Agreement, a royalty (the “Mercury Control Royalty”) of * of the revenue, net of all direct expenses, received by Licensee as a direct result of Licensee’s exercise of the license specified in Section 2.1(b) above. For the avoidance of doubt, an example of how the Mercury Control Royalty would be calculated in accordance with Section 3.1(c) is included in Schedule 3.1(c) hereto.
3.2 Subject to Sections 3.3 and 3.4 below, Licensee will pay to Licensor the Re...
Royalties and Payments. ~ The Contractor shall pay all royalties and license fees. He or she shall defend all suits or claims for infringement of any patent rights and shall save the State harmless from loss on account thereof.
Royalties and Payments. 4.1 The license-issue fee and royalty rate for the license that is the subject of this Agreement shall be in accordance with this Article 4.
4.2 Royalties and fees due hereunder shall accrue and be paid to THE REGENTS according to this Article 4 and the attached Exhibit B which is incorporated herein as if fully set forth.
4.3 Where Licensed Products are not sold, but are otherwise disposed of or used, the Net Selling Price of such products and/or processes for the purposes of computing royalties shall be the selling price at which products of similar kind and quality, sold in similar quantities, are currently being offered for sale by the LICENSEE. Where such products are not currently being offered for sale by the LICENSEE, the Net Selling Price of products otherwise disposed of or used, for the purpose of computing royalties, shall be the average selling price at which products of similar kind and quality, sold in similar quantities, are then currently being offered for sale by other manufacturers. Where such products are not currently sold or offered for sale by others, then the Net Selling Price, for the purpose of computing royalties, shall be the LICENSEE's cost of manufacture determined by the LICENSEE's customary accounting procedures, plus the LICENSEE's standard ▇▇▇▇-up. Nothing in this paragraph shall require licensee to keep track of or account for Licensed Products used internally by LICENSEE for process development, test, demonstration, prototype samples for the purpose of creating customer interest or acceptance, or Licensed Products manufactured but unsold and unused.
4.4 Under this Agreement, Licensed Products shall be considered to be sold when invoiced, or if not invoiced, when delivered for use or lease to a third party, except that upon expiration of any patent covering such Licensed Products, or upon any termination of license, all shipments made on or prior to the day of such expiration or termination which have not been billed out prior thereto shall be considered as sold (and therefore subject to royalty). Royalties paid on Licensed Products which are not accepted or paid by the customer shall be credited to the LICENSEE.
4.5 The LICENSEE shall pay to THE REGENTS a minimum annual royalty as defined in Exhibit B. This minimum annual royalty shall be paid to THE REGENTS by January 1 of each year and shall be credited against the earned royalty due and owing for that calendar year.
4.6 The LICENSEE shall pay THE REGENTS an earned roy...
Royalties and Payments. 4.1 AMT shall pay to TGC earned royalties based on Net Sales (“Royalties”) in the amount of: (i) [**] percent ([**]%) of the Net Sales of Licensed Products if cumulative Net Sales are less than $[**], or (ii) [**] percent ([**]%) of the Net Sales of Licensed Products if cumulative Net Sales are equal to or greater than $[**] but less than $[**], or (iii) [**] percent ([**]%) of Net Sales of Licensed Products if cumulative Net Sales are $[**] or more. In the case other third party royalties are paid by AMT to Third Party licensors of intellectual property that is required for the composition of AAV1 , then [**] percent ([**]%) of such royalty actually paid to Third Parties shall be deducted from the royalty in 4.l(i), (ii) or (iii), with a minimum due to TGC of [**] percent ([**]%) if cumulative Net Sales of Licensed Products are less than $[**] or, [**] percent ([**]%) if the cumulative Net Sales of Licensed Products are greater than or equal to $[**] but less than $[**] or, [**]percent ([**]%) if the cumulative Net Sales of Licensed Products are greater than or equal to $[**]. The Net Sales thresholds in such section (i)-(iii) will be applied separately to each distinct Licensed Product, but where the same Licensed Product is packaged or labeled differently in different nations, or otherwise to accommodate the same to different markets or indications, the Net Sales thereof in all such nations, markets and indications shall be aggregated.
4.2 In addition to the Royalties and other payments set forth herein, AMT shall pay TGC the following “Milestone Payments.” For the purposes of this Agreement, the [**]. For the purpose of clarity, the total payments for milestones achieved assuming both the LPL type 1 and 5 deficiency proceed through regulatory approval for marketing would be four million nine hundred and fifty thousand U.S. Dollars ($4,950,000):
Royalties and Payments. LICENSEE shall pay directly to LICENSOR a one-time milestone payment of sixty-five thousand US dollars ($65,000.00) upon the first FDA APPROVAL of a LICENSED PRODUCT. This fee shall be payable sixty (60) days after the date of FDA APPROVAL of a LICENSED PRODUCT.
Royalties and Payments. 5.01 Licensee agrees to pay to CDI a one-time noncreditable, nonrefundable license initiation fee of $8,750.
5.02 In addition, Licensee agrees to pay to CDI a nonrefundable minimum annual license maintenance fee of $6,875. The license maintenance fee is due and payable on January 1 of each year of this Agreement, starting at the next Jan. 1, and may be credited against any earned royalties due for sales made in that subsequent calendar year.
5.03 In addition, Licensee agrees to pay to CDI a nonrefundable, non- creditable one-time payment of $11,875 upon the first commercial sale of any License Products and Services.
5.04 In addition, Licensee shall pay to CDI as earned royalties a percentage of the Selling Price of Licensed Products and Services. The royalty is deemed earned as of the earliest of the date the Licensed Products and Services is actually sold, leased or otherwise transferred, the date an invoice is sent by Licensee or its distributor or the date of transfer to a third party or any transfer for promotional purposes. With respect to the royalty due for the sale of Licensed Product and Service by Licensee, Affiliates or third parties (see definition of Selling Price), the royalty percentage shall be 7% of the Selling Price. Earned Royalties shall be reported and paid quarterly, with payment and a report listing sales on a country by country basis during each calendar quarter due thirty days after the end of each calendar quarter.
5.05 In addition, Licensee shall not be licensed to use Licensed Product or Services for High Throughput Screening during any calendar year unless and until the Licensee has paid to CDI an annual license fee for High Throughput Screening in the amount of $13,000, paid in advance.
5.06 For avoidance of doubt, commercial use of any product or discovery made using the licensed CIRM iPSC lines, or cells made from them, and which product or discovery does not rely on continued use the CIRM iPSC line or lines, or on Derivatives, or on Differentiated Cells, do not generate any obligations under this Agreement. For example, small molecule or biological pharmaceuticals identified or discovered using the CIRM iPSC line or lines licensed hereunder or the Differentiated Cells do not incur royalty obligations under this agreement.
Royalties and Payments. 7.1. Licensee shall pay to Berkeley Lab an earned royalty of the Selling Price of each Licensed Product that Licensee, its Affiliate(s) or sublicensee(s) sells as follows, based on cumulative sales of all Licensed Products by Licensee, its Affiliate(s) and its sublicensees over the lifetime of this Agreement.
7.1.1. [**]% of Selling Price for cumulative sales of Licensed Products less than $[**];
7.1.2. [**]% of Selling Price for cumulative sales of Licensed Products between $[**] and $[**]; and
7.1.3. [**]% of Selling Price for cumulative sales of Licensed Products greater than $[**].
7.2. Under this Agreement a Licensed Product is considered as sold when invoiced, or if not invoiced, when delivered to a third party Customer. But when the last patent covering a Licensed Product expires or when the license terminates, any shipment made on or before the day of that expiration or termination that has not been billed out before is considered as sold (and therefore subject to royalty). Berkeley Lab shall credit royalties that Licensee pays on a Licensed Product that the Customer does not accept or that the Customer returns.
7.3. In addition to the payments made under paragraph 7.1, for each sublicense, Licensee shall pay Berkeley Lab the following:
7.3.1. [**]% of the up-front issue fee (excluding Related Research Funding), if any, that it receives from a sublicensee for any sublicense of the Licensed Patents;
7.3.2. [**]% of the annual maintenance fees (excluding Related Research Funding), if any, that it receives from a sublicensee for sublicense of the Licensed Patents; and
7.3.3. [**]% of milestone fees (excluding Related Research Funding), if any, paid to Licensee by a sublicensee; provided that achievement of such milestone, absent the license or sublicense, would infringe a Valid Claim of the Licensed Patents.
7.4. Licensee shall pay to Berkeley Lab by August 31 of each year the difference between the earned royalties for that calendar year Licensee has already paid to Berkeley Lab (pursuant to paragraph 7.1) and the minimum annual royalty set forth in the applicable schedule below. Berkeley Lab shall credit that minimum annual royalty paid against the earned royalty due and owing for the calendar year for which Licensee made the minimum payment.
7.4.1. If Licensee does not extend its rights to the Broader Field beyond the Field Election Date (i.e., Licensee has rights solely in the Specific Application Field following the Field Election Date), then the...
Royalties and Payments. 8.1 As consideration for the continual transfer of the Know-how/Technology, the Licensee shall pay the Licensor a royalty equivalent to 3% of the ex-farm value of Shiil:ake mushrooms and other exotic mushrooms produced utilizing the Know-how/Technology in the Territory by the Licensee or Sub-Licensee( s). Should product produced utilizing the Know-how/Technology in the Territory by the Licensee or Sub-Licensee(s) be sold between the Licensee and Sub-Licensee(s), the value to be used royalty determination shall be the greater.
8.2 Such royalties due under Clause 8.1 above shall be due immediately after the end of the quarter and payable within 60 days from that date without the need for a demand from the Licensor. Any late payment shall attract interest calculated at the rate of 1.0% per month from the due date.
8.3 Time will run from the date on which domestic production of sawdust and logs commences on a commercial basis.
8.4 Any improvements to the Know-how/Technology shall be passed on to the Licensee and its sub-licensees without any further requirement of payments of fees or royalties.