Royalties and Reports Clause Samples
Royalties and Reports. A. LICENSEE shall pay LICENSOR royalties at the rate of [***] of the net selling price of PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed by LICENSEE under one or more of the LICENSEE MARKS.
B. The term "net selling price" for the purpose of computing royalties means LICENSEE's gross invoice price for such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES, less deduction, to the extent included in the gross invoice price, of regular trade and quantity discounts, insurance, shipping, sales taxes and return credits. PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES shall be considered to be sold when billed, except that upon any termination or expiration of this Agreement, all SERVICES performed, and all shipments of PRODUCTS and PRE-COMMERICAL UNITS made, on or prior to the date of such expiration or termination which have not been billed prior thereto shall be considered to have been sold (and therefore subject to royalty). Where PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES are not sold, but are otherwise disposed of or performed, the net selling price of such PRODUCTS, PRE-COMMERICAL UNITS, or SERVICES shall be the net selling price of products or services of like kind and quality being offered for sale by LICENSEE or, in the event that LICENSEE is not offering such similar products or services, the net selling price that would reasonably be anticipated by LICENSOR in the event that such PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES were being offered by LICENSEE. The term "otherwise disposed of or performed" as used herein shall refer to (i) PRODUCTS or PRE-COMMERCIAL UNITS put into use by LICENSEE for any purpose other than routine testing, (ii) PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES not sold but otherwise delivered to, or performed for, others regardless of the basis of compensation, if any, and (iii) PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold to others for compensation which is less than the compensation which be paid by a willing unaffiliated buyer to a willing unaffiliated seller in an arm's length transaction. In order to assure to LICENSOR the full royalty payments contemplated in this Agreement, LICENSEE agrees that, in the event that any PRODUCTS, PRE-COMMERCIAL UNITS, or SERVICES for which royalties are payable shall be sold for resale to a party that is affiliated with LICENSEE (or to and through a series of such affiliated parties), the royalties to be paid with respect to such PRODUCTS, PRE-COMMERCIAL U...
Royalties and Reports a. ID Perfumes shall pay royalties equal to *** of Wholesale Net Sales (the "Royalties ") on a quarterly basis within Thirty (30) days following the close of each calendar quarter in which there are any sales of Product s. With respect to the Artist, who is currently a minor (the "Minor"), ID Perfumes is hereby authorized and directed to deduct, until advised in writing by Licensor, fifteen percent (15%) of all gross earnings due and payable to the Licensor under this Agreement, and ID Perfumes shall deposit said fifteen percent ( 15%) into the Minor's ▇▇▇▇▇▇ Trust Account at City National Bank , ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, established and maintained for the benefit of said Minor in the State of California in accordance with California Family Code Section 6753. The Minor , and those acting on her behalf, hereby represent to ID Perfumes that said ▇▇▇▇▇▇ Trust Account names the Minor's parent(s) or legal guardian(s) as trustee(s) for the benefit of the Minor in accordance with the laws of the State of California. Licensor hereby authorizes and directs ID Perfumes to make all remaining payments payable to: Licensor 's Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. Licensor's Mailing Address: 2 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Address Associated with Licensor's Account: 2 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ci ty National Bank ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # : *** ABA # **** *Certain marked portions of the exhibit have been omitted based on a request for confidential treatment. Non-public information that has been redacted has been filed with the Commission All Royalties due Licensor hereunder shall be computed and paid in accordance with the Agreement herein and GAAP "generally accepting accounting principles."Each Royalty payment shall be accompanied by a complete, accurate and detailed statement broken down by country, if applicable, setting forth the quantity and the gross sale price of each of the Products sold (including sales for export) during the preceding calendar quarter and the computation of royalties due Licensor pursuant to this Agreement. Such statement shall be accompanied by payment of all Royalties due to Licensor in respect of each applicable sales. Licensee shall pay interest on late Royalty payments at seven percent (7%) per annum computed 30 days from the original due date until paid. Acceptance by Licensor of such payment and statement for any quarter shall not preclude Licens...
Royalties and Reports. During the term of this Agreement, LICENSEE agrees to pay LICENSOR an earned royalty which shall be fifteen percent (15%) of the Net Selling Price of Licensed Products which embody, or the manufacture of which utilizes, any of the rights granted under Section 2.1(B) hereof, and which are manufactured by or for LICENSEE and sold, leased, used or otherwise disposed of by or for LICENSEE or a permitted sublicensee. Licensed Products shall be considered as sold, leased or used and royalties shall accrue on the earlier of when such Licensed Products are billed out, or when delivered, shipped or mailed to the customer. If as a result of a price reduction or a return of Licensed Products previously sold, a credit or refund to a customer is given on part or all of the sale price of such Licensed Products, a credit shall be allowed against royalties accruing thereafter under this Agreement equal to the royalty paid on that part of the sales price so credited or refunded. Payments under this Section 3.1 shall be made on a monthly basis and made within 10 days after the end of the calendar month in which such Licensed Products were sold, leased, used or otherwise disposed of by or for LICENSEE or a permitted sublicensee hereunder. Each royalty payment shall be in U.S. dollars and shall be accompanied by a statement by LICENSEE showing in reasonable detail the amount of Licensed Products sold, used, leased or otherwise disposed of by or for LICENSEE and its sublicensees during the preceding month, any deductions taken or credits applied, and the currency exchange rate used to report sales made in currencies other than U.S. dollars. LICENSEE shall use the exchange rates for buying U.S. dollars in effect on the last day of each month, as specified in The New York Times. Such report shall also set forth in reasonable detail the quantity of SPD Emulsions and Light Valve Film manufactured or otherwise obtained by LICENSEE and the quantity of SPD Emulsions and Light Valve Film sold, leased, disposed of, or delivered by or for LICENSEE and its sublicensees during such month to each Authorized User which received such SPD Emulsions or Light Valve Film, and samples provided to third parties with LICENSOR's consent, with the amounts sold or otherwise provided to each Authorized User, including sample recipients, and their identity clearly broken down. The first such statement shall cover the period from the Effective Date of this Agreement to the end of the first calendar month...
Royalties and Reports a. Adrenalina shall pay royalties equal to(***) percent of Wholesale Net Sales (the “Royalties”) directly to Licensor, c/o Creative Artists Agency, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: (***) , on a quarterly basis within Thirty (30) days following the close of each calendar quarter. Each Royalty payment shall be accompanied by a complete, accurate and detailed statement broken down by country, if applicable, setting forth the quantity and the gross sale price of each of the Products sold (including sales for export) during the preceding calendar quarter and the computation of royalties due Licensor pursuant to this Agreement. Such statement shall be accompanied by payment of all royalties due to Licensor in respect of each applicable sale. Licensee shall pay interest on late Royalty payments at seven percent (7%) per annum computed from the original due date until paid. Acceptance by Licensor of such payment and statement for any quarter shall not preclude Licensor from questioning their accuracy at any time during the Term or for three (3) years after the expiration of the Term. Each such Royalty statement shall be certified by an officer of Licensee as being true and accurate. Royalties shall be paid in United States Dollars, unless otherwise agreed to in writing by the parties.
b. Adrenalina shall keep true and accurate books of account and records, in accordance with generally accepted accounting principles, consistently applied, covering all transactions relating to this Agreement and the license hereby granted. Such books of account and records, whether from Adrenalina or its Affiliate(s), shall be kept available and safeguarded at licensee's address and be recorded in the English language, for at least four (4) years after the Term. Licensor shall have the right to periodically audit the reports and other financial intimation related to this Agreement. Licensor and its duly authorized representatives shall have the right, upon reasonable advance notice, during normal hours of business days, but not more than once per year, to examine and copy such books of account and records, and all other documents and materials in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement. The cost and expense of such examination shall be borne by Licensor. If the audit discloses that the Royalty' actually due during the period under examination exceeds the Royalty paid by five percent (5%) ...
Royalties and Reports. 11 ARTICLE V
Royalties and Reports. 4.1 In consideration of the license rights granted to LICENSEE by UNIVERSITY hereunder, LICENSEE shall pay to UNIVERSITY annual royalties for each Calendar Year on Net Sales of Licensed Product(s) by LICENSEE, its Affiliates and Sublicensees in the Territory. Such royalty shall be payable based upon the
Royalties and Reports. Adrenalina shall pay royalties equal to five percent (5%) of Wholesale Net Sales (the "Royalties") directly to Licensor, c/o Creative Artists Agency, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn.: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, on a quarterly basis within Thirty (30) days following the close of each calendar quarter. These royalty payments shall include a pro-rata portion of the Guaranteed Minimum Royalties, as set forth in Section 7 below. Each Royalty payment shall be accompanied by a complete, accurate and detailed statement broken down by country, if applicable, setting forth the quantity and the gross sale price of each of the Products sold (including sales for export) during the preceding calendar quarter and the computation of Royalties due Licensor pursuant to this Agreement. Such statement shall be accompanied by payment of all Royalties due to Licensor in respect of each applicable sale. Licensee shall pay interest on late Royalty payments at seven percent (7%) per annum computed from the original due date until paid. Acceptance by Licensor of such payment and statement for any quarter shall not preclude Licensor from questioning their accuracy at any time during the Term or for three (3) years after the expiration of the Term. Each such Royalty statement shall be certified by an officer of Licensee as being true and accurate. Royalties shall be paid in United States Dollars, unless otherwise agreed to in writing by the parties.
Royalties and Reports. A. LICENSEE shall pay LICENSOR royalties at the rate of [***]
B. [***] CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
C. LICENSEE agrees to make written reports to LICENSOR quarterly within thirty (30) days after the first days of each January, April, July, and October during the term of this Agreement, and effective as of such dates, stating in each such report the description and aggregate net selling prices of PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed during the preceding three (3) calendar months and upon which royalties are payable hereunder. The first such report shall include all such PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed between the effective date of this Agreement and the date of such first report. LICENSEE also agrees to make a written report to LICENSOR within thirty (30) days after any expiration or termination of this Agreement, stating in such report the description and aggregate net selling prices of PRODUCTS, PRE- COMMERCIAL UNITS, and SERVICES sold or otherwise disposed of or performed and upon which royalties are payable hereunder, but which have not been previously reported to LICENSOR.
D. Concurrently with the making of each report pursuant to Paragraph VI.C. hereof, LICENSEE shall pay to LICENSOR royalties at the rate specified by Paragraph VI.A. hereof on all PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES included therein. All payments to be made under this Agreement shall be made in the City of New York, State of New York, U.S.A. in United States Dollars by electronic transfer to an account designated by LICENSOR. Where the provisions of this Agreement require the conversion into United States Dollars of an amount initially computed in the currency of another country, the amount of United States Dollars payable under this Agreement shall be determined on the basis of the applicable exchange rate quoted by The Wall Street Journal, Eastern Edition, most recently prior to the date each such payment is made or due, whichever is earlier. If no exchange rate is quoted for any period, LICENSOR shall determine the rate in accordance with an alternative LICENSOR deems reasonable.
E. LICENSEE shall keep records, in sufficient detail to enable the royalties paya...
Royalties and Reports. 4.1 Ackeeox shall pay Oxtails a royalty equal to three percent (3%) of Ackeeox's Net Revenues (as defined below) derived from sales generated by Additional Retail Stores. As used herein, "Net Revenues" shall mean the gross revenues from sales generated by Additional Retail Stores less any discounts, co-op advertising costs, sales commissions, freight, insurance and other shipping charges, but only to the extent that such discounts, shipping charges or returns are separately invoiced and/or actually credited to any customers' accounts. Under no circumstances shall any returns experienced by Ackeeox require a net repayment by Oxtails to Ackeeox.
Royalties and Reports. 21
4.1 Research Program Funding.......................................................... 21 4.2