ROYALTIES AND REIMBURSEMENT Sample Clauses

ROYALTIES AND REIMBURSEMENT. The Licensee agrees to pay the IC a noncreditable, nonrefundable license issue royalty as set forth in Appendix C. The Licensee agrees to pay the IC a minimum annual royalty as set forth in Appendix C. The Licensee agrees to pay the IC earned royalties as set forth in Appendix C. The Licensee agrees to pay the IC benchmark royalties as set forth in Appendix C. The Licensee agrees to pay the IC sublicensing royalties as set forth in Appendix C. A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses; or the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights. On sales of Licensed Products by the Licensee to sublicensees or on sales made in other than an arms‑length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC prior to the effective date of this Agreement, the Licensee shall pay the IC, as an additional royalty, within sixty (60) days of the IC’s submission of a statement and request for payment to the Licensee, an amount equivalent to the unreimbursed patent expenses previously paid by the IC. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC on or after the effective date of this Agreement, the IC, at its sole option, may require the Licensee: to pay the IC on an annual basis, within sixty (60) days of the IC's submission of a statement and request for payment, a royalty amount equivalent to these unreimbursed expenses paid during the previous calendar year(s); to pay these u...

ROYALTIES AND REIMBURSEMENT. 6.1 Licensee agrees to pay PHS [*] 6.2 Licensee agrees to pay PHS [*] 6.3 Licensee agrees to pay PHS [*] 6.4 Licensee agrees to pay PHS [*] 6.5 Licensee agrees to pay PHS [*] 6.6 A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: (a) the application has been abandoned and not continued; (b) the patent expires or irrevocably lapses, or (c) the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. 6.7 No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights. 6.8 On sales of Licensed Products by Licensee to [*] 6.9 Licensee may elect to surrender its rights in any country of the Licensed Territory under any of the Licensed Patent Rights upon sixty (60) days written notice to PHS.

ROYALTIES AND REIMBURSEMENT. 6.1 Taconic agrees to pay Samaritan a noncreditable, nonrefundable license issue royalty as set forth in Appendix C. 6.2 Taconic agrees to pay Samaritan earned royalties on a country-by-country basis in the amount set forth in Appendix C. Notwithstanding the forgoing, in the event that Samaritan has not been granted a patent in one or more countries on or before December 31, 2014, then upon written request of Taconic, Samaritan agrees to renegotiate in good faith the royalties to be paid by Taconic. 6.3 A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: (a) the application has been abandoned and not continued; (b) the patent expires or irrevocably lapses; or (c) the claim has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. 6.4 No multiple royalties shall be payable because any Licensed Product or Licensed Processes are covered by more than one of the Licensed Patent Rights. 6.5 On sales of Licensed Product by Taconic made in other than an arms-length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms-length transaction, based on sales of like quantity and quality products on or about the time of this transaction.

ROYALTIES AND REIMBURSEMENT. 6.1 LICENSEE agrees to pay to PHS a noncreditable, nonrefundable license issue royalty as set forth in Appendix C within thirty (30) days from the date that this Agreement becomes effective. 6.2 LICENSEE agrees to pay to PHS a nonrefundable minimum annual royalty as set forth in Appendix C. The minimum annual royalty is due and payable on January 1 of each calendar year and may be credited against any earned royalties due for sales made in that year. The minimum annual royalty due the first calendar year of this Agreement may be prorated according to the fraction of the calendar year remaining between the effective date of this Agreement and the next subsequent January 1. 6.3 LICENSEE agrees to pay PHS Earned Royalties as set forth in Appendix C. 6.4 LICENSEE agrees to pay PHS Benchmark Royalties as set forth in Appendix C. 6.5 A claim of a patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing the minimum annual royalty and earned royalty payments in any given country on the earliest of the dates that (a) the claim has been abandoned but not continued, (b) the patent expires, (c) the patent is no longer maintained by the Government, or (d) all claims of the Licensed Patent Rights have been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. 6.6 No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights.

ROYALTIES AND REIMBURSEMENT a) Promptly following the execution of the Original License Agreement, Licensee shall issue to OHSU as a license issuance royalty 800,000 shares of the Common Stock of Licensee, which shares will represent approximately [*]% of the shares of the Common Stock of Licensee deemed to be outstanding on a fully-diluted basis after giving effect to such issuance. A copy of a Term Sheet relating to Licensee’s proposed Series A-1 Preferred Stock and Series A-2 Preferred Stock financing transactions wherein Licensee will raise an aggregate of $[*] is attached hereto as Appendix B. It is anticipated that after the closing of the Series A-1 Preferred Stock financing, wherein it is anticipated that Licensee will raise $[*], the shares issued to OHSU will represent approximately [*]% of the Common Stock of Licensee deemed to be outstanding on a fully diluted basis and after the closing of the Series A-2 Preferred Stock financing transaction, wherein it is anticipated that Licensee will raise an aggregate of $[*], the shares issued to OHSU will represent approximately [*]% of the Common Stock of Licensee deemed to be outstanding on a fully-diluted basis. The shares of Common Stock to be issued to Licensee shall not be subject to forfeiture and shall not be used as an offset or credit against future royalties. This Agreement is conditioned upon Licensee raising cash equity on substantially the terms described in the Series A-1/Series A-2 Term Sheet attached as Appendix B. b) Concurrently with the issuance of the shares of Common Stock to OHSU, OHSU shall execute an investment representation letter substantially in the form attached hereto as Appendix C, and OHSU and Licensee shall execute a Stock Restriction Agreement substantially in the form attached hereto as Appendix D (the “Stock Restriction Agreement”). Licensee warrants and represents that (i) the Stock Restriction Agreement is no more restrictive to the stockholder than any other restriction agreement now in use or contemplated to be entered into between Licensee and holders of its Common Stock and (ii) all holders of Common Stock of Licensee who are employees and/or officers of Licensee have entered into or will enter into a restriction agreement which includes restrictions substantially the same as those set forth in the Stock Restriction Agreement. c) Licensee shall grant to OHSU the same “piggyback” registration rights as are granted to investors (the “Investors”) participating in Licensee’s Series A-1 Preferr...

ROYALTIES AND REIMBURSEMENT. 6.01 Licensee agrees to pay to PHS a noncreditable, nonrefundable license issue royalty as set forth in Appendix C within thirty (30) days from the date that this Agreement becomes effective. 6.02 Licensee agrees to pay to PHS a nonrefundable minimum annual royalty as set forth in Appendix C. The minimum annual royalty is due and payable on January 1 of each calendar year and may be credited against any earned royalties due for sales made in that year. The minimum annual royalty for the first calendar year of this Agreement is due and payable within thirty (30) days of execution of this license and may be prorated according to the fraction of the calendar year remaining between the effective date of this Agreement and the next subsequent January 1.

ROYALTIES AND REIMBURSEMENT. 6.01 Within thirty (30) days after the Effective Date, ATHENA will pay to WU a nonrefundable license issue fee of $[ ]*, which shall be creditable against earned royalties during the first Contract Year. 6.02 For the second and each subsequent Contract Year, ATHENA agrees to pay to WU a nonrefundable annual minimum royalty of $[ ]* for each Contract Year until separate patent claims under the Licensed Patent Rights for the detection of each of the IgM and IgG antibodies for sulfatide issue in the United States. Starting with the next Contract Year after such patent issues, then the nonreftmdable, annual minimum royalty shall be $[ ]* per Contract Year. The annual minimum royalty shall be fully creditable against earned royalties under 6.03 (a) in the Contract Year so earned. No carry forward of annual minimum royalty credits shall be allowed. The minimum annual royalty is due and payable within thirty (30) days of the end of each Contact Year. 6.03 ATHENA and its sublicensees agree to pay WU earned royalties as follows: (a) With regard to tests for autoantibodies to sulfatide based on analysis of IgM or IgG or their combination: (i) During the first Contract Year, an earned royalty of [ ]%* of Net Sales; (ii) Until the date of issuance of the separate patent(s) described in 6.02, an earned royalty of [ ]%* of Net Sales; (iii) Following the issuance of the patent claims in (ii), an earned royalty of [ ]%* of annual Net Sales until such annual Net Sales reach $[ ]*; (iv) For annual Net Sales in excess of $1 million in (iii), an earned royalty of [ ]%* of annual Net Sales. (b) with regard to the GALOP test, an earned royalty of [ ]%* of Net Sales. 6.04 No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights. 6.05 To the extent commercially practicable, ATHENA shall invoice, list and xxxx any Licensed Product and non-Licensed Product as a separate item on invoices and reports to customers. In the event ATHENA offers a non-assay service in combination with the offer of any Licensed Product ("Combination Service"), then the Net Sales revenue, for the purposes of determining royalties due WU, shall be determined by multiplying the Net Sales revenue of such Combination Service by the fraction A/(A+B), where A is the Net Sales revenue of the Licensed Product then charged by ATHENA for such Licensed Product, when performed and billed separately and B is the Net Sales revenu...

ROYALTIES AND REIMBURSEMENT. LICENSEE agrees to pay to PHS a noncreditable, nonrefundable license issue royalty as set forth in Appendix C within thirty (30) days from the date that this AGREEMENT becomes effective.

ROYALTIES AND REIMBURSEMENT. 6.01 LICENSEE agrees to pay to PHS a noncreditable, nonrefundable license issue royalty as set forth in Appendix C.

ROYALTIES AND REIMBURSEMENT. 6.01 Licensee agrees to pay to PHS a noncreditable, nonrefundable license issue royalty as set forth in Appendix C within thirty (30) days from the date that this Agreement becomes effective. 6.02 Licensee agrees to pay to PHS a nonrefundable minimum annual royalty as set forth in Appendix C. The minimum annual royalty is due and payable on January 1 of each calendar year beginning January 1, 2006 and may be credited against any earned royalties for sales made in that year. 6.03 Licensee agrees to pay PHS earned royalties as set forth in Appendix C. 6.04 Licensee agrees to pay PHS benchmark royalties as set forth in Appendix C. 6.05 Licensee agrees to pay PHS sublicensing royalties as set forth in Appendix C.