Royalties and Payments Sample Clauses

Royalties and Payments. If this Agreement is terminated pursuant to this Section and one Party commercializes the Cervical Product (embodying the Developed Technology), as defined by occurrence of the First Shipment Date (the Developing Party), while the other Party does not commercialize the Cervical Product (the Non-Developing Party), the Developing Party shall make the payments described herein to the Non-Developing Party, upon written request containing a certification that the Non-Developing Party has ceased efforts to commercialize the Cervical Product, and provided that any preconditions have been satisfied. (1) If this Agreement is terminated subsequent to acceptance of the engineering document package by Welcx Xxxxx xxx payment of the [*] initial installment of the Technology Access Fee, then the Developing Party shall pay to the Non-Developing Party an annual royalty ("Contingent Royalty"), to be paid within 60 days of the end of each calendar year, equal to the percentage of net sales of the Cervical Product designated on Exhibit 15.2 B (1) attached hereto received by the Developing Party in commercialization of the Cervical Product for the relevant year. Net sales means gross sales less returns, customary trade discounts, and separately stated amounts for freight, insurance, excise taxes , and tariffs. If the Developing Party discontinues commercialization of the Cervical Product accrued but unpaid Contingent Royalties shall be paid, and Contingent Royalties shall cease on termination of sales of the Cervical Product. (2) In addition to the Contingent Royalty, the Developing Party will make payments to the Non-Developing Party in an amount determined by the date of termination of this Agreement in accordance with the schedule on Exhibit 15.2 B (1). The amount of the payment will be made in two installments; one payable within 30 days of the occurrence of the First Shipment Date and one payable within one (1) year from that date; provided, however, that if the Developing Party discontinues commercialization of the Cervical Product prior to the payment of the second of such installments, the second installment shall be eliminated and canceled. (3) If the Non-Developing Party commercializes the Cervical Product (embodying the Developed Technology), as defined by occurrence of the First Shipment Date, subsequent to sending notice and certification to the Developing Party that it had ceased efforts to commercialize the Cervical Product, the Non-Developing Party will thereu...

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. 4.1 In partial consideration for the license granted hereunder, LICENSEE agrees to pay UNIVERSITY [ * * * ] upon execution of this AGREEMENT. 4.2 In consideration of the license herein granted, LICENSEE agrees to pay UNIVERSITY an earned royalty equal to [ * * * ] of NET SALES by LICENSEE or its sublicensees with respect to sales of LICENSED PRODUCTS for the [ * * * ] in which the LICENSED PRODUCTS(s) are first sold and [ * * * ] thereafter. The obligation of LICENSEE to pay royalties to UNIVERSITY shall terminate on a country-by-country basis at such time as no pending patent applications or unexpired patents remain in the PATENT RIGHTS. 4.3 In the event that a LICENSED PRODUCT under this AGREEMENT is sold in a combination package or kit containing other active products, then NET SALES for purposes of determining royalty payments on the combination package shall be calculated using one of the following methods, but in no event shall the royalties payable to UNIVERSITY be reduced to less than [ * * * ] of that provided for in Section 4.2 hereof: (a) By multiplying the net selling price of that combination package by the fraction A/A+B, where A is the current gross selling price, during the royalty-paying period in question, of the LICENSED PRODUCT sold separately, and B is the gross selling price, during the royalty period in question, of the other active products sold separately; or (b) In the event that no such separate sales are made of the LICENSED PRODUCT or any of the active products in such combination package during the royalty-paying period in question, NET SALES for the purposes of determining royalty payments, shall be calculated by dividing the net selling price of the combination package by the number of functions performed by the combination package sold where such package contains active agents other than those licensed under this AGREEMENT. 4.4 Only a single royalty shall be paid with respect to any LICENSED PRODUCT irrespective of the number of claims of PATENT RIGHTS utilized. 4.5 Within [ * * * ] after March 31, June 30, September 30 and December 31 of each year in which this AGREEMENT is in effect, LICENSEE shall deliver to UNIVERSITY full, true and accurate reports of its activities and those of its sublicensee(s), if any, relating to this AGREEMENT during the preceding three month period. These reports shall include at least the following: (a) number of LICENSED PRODUCTS manufactured and sold; (b) total xxxxxxxx for LICENSED PRODUCTS ...

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. 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. ~ 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. 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. 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. 1. Upon execution of this Agreement, [ ]. Thereafter and in order to maintain the exclusivity of the license granted herein, MRT shall pay MTU either as earned royalties under paragraph III-4 or in lieu thereof a minimum royalty payment per Agreement Year in the following amounts: CONFIDENTIAL TREATMENT REQUESTED FOR ALL BRACKETED ([]) INFORMATION. THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED AND FILED SEPARATELY WITH THE COMMISSION. [ ] For purposes of this Agreement, an "Agreement Year" shall be the twelve (12) months beginning with the effective date of this Agreement and with each annual anniversary date of the effective date. After the second Agreement Year, in the event the earned royalties under paragraph III-4 do not equal the above minimum amounts in a particular Agreement Year, MTU shall have the option of notifying MRT that the license under this Agreement will be reduced to non-exclusive license. If within the immediately following Agreement Year MRT makes a payment to MTU in an amount equal to the difference between the minimum payment due for the prior Agreement Year and the amount of earned royalties actually paid in that prior Agreement Year ("shortfall payment') this Agreement shall continue as an exclusive, if the shortfall payment is not made within that time period this Agreement shall reduce to a non-exclusive in accordance with the notice. 2. The payments of paragraph III-1 due beginning with the second Agreement Year shall be payable [ ]. 3. One-half of the payments made by MRT under paragraph III-1 above in first and second Agreement years, namely [ ] may be credited by MRT against: royalties due MTU under paragraph III-4. Only [ ] percent [ ] of the credit [ ] may be credited against any royalty due in a given calendar quarter. 4. MRT shall pay MTU a royalty based on the Net Selling Price of product on the following schedule: Net Selling Price Royalty as percent of Per Ton of product Net Selling Price CONFIDENTIAL TREATMENT REQUESTED FOR ALL BRACKETED ([ ]) INFORMATION. THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED AND FILED SEPARATELY WITH THE COMMISSION. For the first eighteen (18) months of the sale of product from a facility operating pursuant to this Agreement, the [ ] of Net Selling Price rate shall apply to all product having a Net Selling Price of [ ] per ton or less. 5. If patents issue as provided for in Article V in which an employee of MRT is named as sole inventor or joint inventor with an employee of MTU and i. the cla...

Royalties and Payments. The Developer shall pay royalties and payments to the Owner and provide related information and access to records, in accordance with Article 4 of this Agreement.