Common use of Royalties and Payments Clause in Contracts

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 sold; where applicable, (c) deductions applicable to a determination of NET SALES; (d) total royalties due; (e) activities of LICENSEE directed toward promoting the sale and use of LICENSED PRODUCTS. 4.6 LICENSEE shall keep (or cause to be kept) and maintain complete and accurate records of its sales of the LICENSED PRODUCTS(s) in accordance with generally accepted accounting procedures. Such records shall be accessible to an authorized representative selected and paid for by UNIVERSITY and acceptable to LICENSEE, not more than [ * * * ] at any reasonable time during business hours until [ * * * ] after the end of the royalty period to which such records relate, for the purpose of verifying NET SALES and any royalty due thereon. Such representative shall disclose to UNIVERSITY only information relating to the accuracy of the records kept and the payments made, and shall be under a duty to keep confidential any other information gleaned from such records. Any adjustment in the amount of royalties due the UNIVERSITY on account of overpayment or underpayment of royalties shall be made at the next date when royalty payments are to be made to the UNIVERSITY under Section 4.5 herein. If the verification on behalf of the UNIVERSITY results in an upward adjustment of greater than [ * * * ] of royalties due to the UNIVERSITY for the period of time in question, LICENSEE shall pay the out-of-pocket expenses of the UNIVERSITY relating to such verification. 4.7 On or before the [ * * * ] following the close of LICENSEE's fiscal year, LICENSEE shall provide UNIVERSITY with LICENSEE's certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an operating statement. 4.8 All moneys to be paid to UNIVERSITY shall be made and computed in United States Dollars, and LICENSEE shall use its best efforts to convert royalty payments payable on NET SALES in any country to United States Dollars; provided, however, that if conversion to and transfer of Dollars cannot be made by LICENSEE in any country for any reason, LICENSEE may pay such sums in the currency of the country in which such sales are made, deposited in UNIVERSITY's name in a bank designated by UNIVERSITY in any such country. The rate of exchange of local currencies to United States Dollars shall be at the rate of exchange prevailing at the Bank of Boston on the day such payment is made pursuant to the periods specified in Section . 4.9 In the event that any payment due hereunder is not made when due, the payment shall accrue interest beginning on the first day following the due date as herein specified, calculated at the annual rate of the sum of (a) [ * * * ] plus (b) the prime interest rate quoted by the Bank of Boston on the date said payment is due, the interest being compounded on the last day of each calendar quarter, provided that in no event shall said annual rate exceed the maximum legal interest rate in Massachusetts. The payment of such interest shall not foreclose UNIVERSITY from exercising any other rights it may have as a consequence of any overdue payment.

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 partial consideration the case other third party royalties are paid by AMT to Third Party licensors of intellectual property that is required for the license granted hereundercomposition of AAV1 , LICENSEE agrees then [**] percent ([**]%) of such royalty actually paid to pay UNIVERSITY [ * * * Third Parties shall be deducted from the royalty in 4.l(i), (ii) or (iii), with a minimum due to TGC of [**] upon execution percent ([**]%) if cumulative Net Sales of this AGREEMENTLicensed 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 consideration of addition to the license herein grantedRoyalties and other payments set forth herein, LICENSEE agrees to AMT shall 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 TGC 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 “Milestone Payments.” For the purposes of determining royalty paymentsthis Agreement, 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 sold; where applicable, (c) deductions applicable to a determination of NET SALES; (d) total royalties due; (e) activities of LICENSEE directed toward promoting the sale and use of LICENSED PRODUCTS. 4.6 LICENSEE shall keep (or cause to be kept) and maintain complete and accurate records of its sales of the LICENSED PRODUCTS(s) in accordance with generally accepted accounting procedures. Such records shall be accessible to an authorized representative selected and paid for by UNIVERSITY and acceptable to LICENSEE, not more than [ * * * ] at any reasonable time during business hours until [ * * * ] after the end of the royalty period to which such records relate, for For the purpose of verifying NET SALES and any royalty due thereon. Such representative shall disclose to UNIVERSITY only information relating to the accuracy of the records kept and the payments made, and shall be under a duty to keep confidential any other information gleaned from such records. Any adjustment in the amount of royalties due the UNIVERSITY on account of overpayment or underpayment of royalties shall be made at the next date when royalty payments are to be made to the UNIVERSITY under Section 4.5 herein. If the verification on behalf of the UNIVERSITY results in an upward adjustment of greater than [ * * * ] of royalties due to the UNIVERSITY for the period of time in question, LICENSEE shall pay the out-of-pocket expenses of the UNIVERSITY relating to such verification. 4.7 On or before the [ * * * ] following the close of LICENSEE's fiscal year, LICENSEE shall provide UNIVERSITY with LICENSEE's certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an operating statement. 4.8 All moneys to be paid to UNIVERSITY shall be made and computed in United States Dollars, and LICENSEE shall use its best efforts to convert royalty payments payable on NET SALES in any country to United States Dollars; provided, however, that if conversion to and transfer of Dollars cannot be made by LICENSEE in any country for any reason, LICENSEE may pay such sums in the currency of the country in which such sales are made, deposited in UNIVERSITY's name in a bank designated by UNIVERSITY in any such country. The rate of exchange of local currencies to United States Dollars shall be at the rate of exchange prevailing at the Bank of Boston on the day such payment is made pursuant to the periods specified in Section . 4.9 In the event that any payment due hereunder is not made when dueclarity, the payment shall accrue interest beginning on total payments for milestones achieved assuming both the first day following the due date as herein specified, calculated at the annual rate of the sum of LPL type 1 and 5 deficiency proceed through regulatory approval for marketing would be four million nine hundred and fifty thousand U.S. Dollars (a) [ * * * ] plus (b) the prime interest rate quoted by the Bank of Boston on the date said payment is due, the interest being compounded on the last day of each calendar quarter, provided that in no event shall said annual rate exceed the maximum legal interest rate in Massachusetts. The payment of such interest shall not foreclose UNIVERSITY from exercising any other rights it may have as a consequence of any overdue payment.$4,950,000):

Royalties and Payments. 4.1 In partial consideration BCAM acknowledges it received from Textron the sum of Five Hundred Fifty Thousand Dollars ($550,000) (herein, the "Fixed Fee") for certain development services and licenses related to the license granted hereunder, LICENSEE agrees to pay UNIVERSITY [ * * * ] upon execution of this AGREEMENTIntelligent Seat Technology. 4.2 In consideration of the license herein grantedpayment of the Fixed Fee, LICENSEE agrees Textron's obligation to pay UNIVERSITY an earned royalty equal royalties for any products designed as of the date hereof relating to [ * * * ] of NET SALES Patents and Know-How transmitted or disclosed on or before May 30, 1996 and sold in commercial quantities shall expire on December 31, 1999. From and after January 1, 2000, Textron shall pay Royalties for products which actually incorporate Patents and Know-How transmitted to Textron by LICENSEE BCAM after May 31, 1996 and sold in commercial quantities by Textron or its sublicensees sublicensee, as the case may be; provided however, that Textron shall not pay Royalties with respect to sales of LICENSED PRODUCTS for any products sold to Lear Corporation to the [ * * * ] in xxxxnt such products incorporate Patents or Know-How to which Lear Corporation ("Lear") xas a right and license pursuant to that certain Agreement dated September 29, 1993 ("Lear Agreement") and further provided that Textron shall pay Royalties with respect to products sold to Lear which incorporate BCAM patents, technology and know-how to which Lear has no right or license pursuant to the LICENSED PRODUCTS(s) are first sold and [ * * * ] thereafterLear Agreement. The obligation Royalties payable shall be: (i) with respect to Transportation industry products, the amount per unit as set forth on Exhibit 4.2 hereto; and (ii) with respect to each unit of LICENSEE product designed for wheelchairs, hospital beds and office furniture applications, Royalties equal to pay royalties to UNIVERSITY shall terminate on a country-by-country basis at such time as no pending patent applications five percent (5%) of the net selling price of each unit of product. For purposes of this Agreement, "net sales price" means the sales price less discounts, sales or unexpired patents remain in the PATENT RIGHTSother taxes, shipping, insurance, packaging, duties, commissions, purchased components and allowances for returned products. 4.3 In Notwithstanding the event that provisions of Section 4.2 hereof, no Royalties shall be due or payable with respect to: (i) products incorporating Intelligent Seat Technology for which a LICENSED PRODUCT sales commission is payable to BCAM pursuant to this Agreement; or (ii) any products for which Textron is granted a license under this AGREEMENT Agreement which are not produced in commercial quantities. 4.4 It is sold in expressly understood and agreed that Textron shall receive a combination package or kit containing other active products, then NET SALES credit for purposes of determining royalty payments on the combination package shall be calculated using one a portion of the following methodsFixed Fee in the aggregate amount of $150,000 (the "Credit") against any Royalties due and payable hereunder, but such amount to be credited proportionately over a four (4) year period (the "Period") commencing in the first year when Royalties become payable; provided however, that in no event shall the royalties payable to UNIVERSITY Credit exceed the Royalties due in any one year during such period. If the accrued Royalties do not equal the Credit in any given year, such remainder Credit shall be reduced to less than [ * * * ] of that provided for in Section 4.2 hereof: (a) By multiplying rolledover and added 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, next year's proportion 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 periodCredit. These reports shall include If at least the following: (a) number of LICENSED PRODUCTS manufactured and sold; (b) total xxxxxxxx for LICENSED PRODUCTS sold; where applicable, (c) deductions applicable to a determination of NET SALES; (d) total royalties due; (e) activities of LICENSEE directed toward promoting the sale and use of LICENSED PRODUCTS. 4.6 LICENSEE shall keep (or cause to be kept) and maintain complete and accurate records of its sales of the LICENSED PRODUCTS(s) in accordance with generally accepted accounting procedures. Such records shall be accessible to an authorized representative selected and paid for by UNIVERSITY and acceptable to LICENSEE, not more than [ * * * ] at any reasonable time during business hours until [ * * * ] after the end of the royalty period to which such records relate, for the purpose of verifying NET SALES and Period there is still outstanding any royalty due thereon. Such representative shall disclose to UNIVERSITY only information relating to the accuracy portion of the records kept and Credit, then the payments made, and Credit shall be under a duty to keep confidential any other information gleaned from such records. Any adjustment in carried forward for an additional period of one (1) year, after which time the amount of royalties due the UNIVERSITY on account of overpayment or underpayment of royalties Credit, if not used, shall be made at the next date when royalty payments are to be made to the UNIVERSITY under Section 4.5 herein. If the verification on behalf of the UNIVERSITY results in an upward adjustment of greater than [ * * * ] of royalties due to the UNIVERSITY for the period of time in question, LICENSEE shall pay the out-of-pocket expenses of the UNIVERSITY relating to such verificationextinguished. 4.7 On or before the [ * * * ] following the close of LICENSEE's fiscal year, LICENSEE shall provide UNIVERSITY with LICENSEE's certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an operating statement. 4.8 All moneys to be paid to UNIVERSITY shall be made and computed in United States Dollars, and LICENSEE shall use its best efforts to convert royalty payments payable on NET SALES in any country to United States Dollars; provided, however, that if conversion to and transfer of Dollars cannot be made by LICENSEE in any country for any reason, LICENSEE may pay such sums in the currency of the country in which such sales are made, deposited in UNIVERSITY's name in a bank designated by UNIVERSITY in any such country. The rate of exchange of local currencies to United States Dollars shall be at the rate of exchange prevailing at the Bank of Boston on the day such payment is made pursuant to the periods specified in Section . 4.9 In the event that any payment due hereunder is not made when due, the payment shall accrue interest beginning on the first day following the due date as herein specified, calculated at the annual rate of the sum of (a) [ * * * ] plus (b) the prime interest rate quoted by the Bank of Boston on the date said payment is due, the interest being compounded on the last day of each calendar quarter, provided that in no event shall said annual rate exceed the maximum legal interest rate in Massachusetts. The payment of such interest shall not foreclose UNIVERSITY from exercising any other rights it may have as a consequence of any overdue payment.