Royalties Records and Reports Sample Clauses

Royalties Records and Reports. 3.1. During the term of this Agreement, unless sooner terminated, IgX shall pay to LICENSOR, in the manner hereinafter provided, earned royalties at the rate of five percent (5%) of the NET SALES PRICE of all LICENSED PRODUCT(S) sold by IgX and its SUBLICENSEE(S), anywhere in the world. 3.2. LICENSED PRODUCT(S) shall be considered sold when sold or invoiced, and if not sold or invoiced, when delivered to a third party. 3.3. IgX shall be responsible for the performance hereunder of all obligations including payment of royalties, keeping of records and reporting by IgX and any SUBLICENSEE(S) to whom the License shall have been extended pursuant to this Agreement. 3.4. So long as this Agreement remains in force, IgX shall deliver to LICENSOR, within sixty (60) days after the first day of January, April, July and October of each year, a true and accurate report, giving such particulars of the business conduct by IgX and its SUBLICENSEE(S) during preceding three (3) months under this Agreement as are necessary to accurately account for sale subject to royalties under this Agreement. Each report shall include, but not be limited to, information about production, inventory on hand, marketing efforts and sales. 3.5. Simultaneously with the delivery of each report required by the preceding Paragraph 3.4, IgX shall pay to LICENSOR the net royalties and any other such payment due under this Agreement for the period covered by such report. If no royalties are due, it shall be so reported. 3.6. All payments from IgX to LICENSOR shall be in U.S. dollars. The rates of exchange for such payments shall be midpoint between the buying and selling rates for U.S. dollars as quoted by the Chase Manhattan Bank in New York, New York at the close of business on the last business day preceding the date payment is due. 3.7. In case of any delay in payment by IgX to LICENSOR not occasioned by force majeure, interest at the rate of one percent (1%) per month, assessed from the thirty-first (31st) day after the due date of said payment, shall be due by IgX without special notice. 3.8. Royalties shall accrue in accordance with this Agreement, upon the FIRST COMMERCIAL SALE. 3.9. Royalties payable in connection with the sale of a LICENSED PRODUCT(S) under Paragraph 2.2 and Paragraph 3.1 shall be reduced by an amount of royalties actually paid by IgX or such SUBLICENSEE(S) to any non-affiliated third party in connection with the licensing of additional patent rights or know-how necessary ...
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Royalties Records and Reports. (a) For the rights and privileges granted under this SUBLICENSE AGREEMENT, LICENSEE shall pay to LICENSOR earned royalties equal to * of the NET SALES VALUE of LICENSED PRODUCT sold by LICENSEE, AFFILIATES or SUBLICENSEES. (b) Earned royalty shall be paid in the manner provided herein, to the end of the term or terms of the last to expire of the issued patents within the PATENT RIGHTS, or until this SUBLICENSE AGREEMENT is terminated as hereinafter provided. Earned royalty shall be paid in respect of pending patent applications within the PATENT RIGHTS during such time as the application is actively being prosecuted and has not been abandoned or finally rejected and appellate procedures are unsuccessfully exhausted or the time for perfecting any further appeals has expired. (c) Earned royalty shall be paid pursuant to Article 4(a) hereof on all LICENSED PRODUCTS SOLD under this SUBLICENSE AGREEMENT; however, earned royalty shall be payable hereunder as to a given LICENSED PRODUCT only when a license or an immunity granted under Article 2 hereof is utilized in the manufacture or SALE thereof, and the earned royalty payable on a given LICENSED PRODUCT made hereunder shall not become due and owing until such LICENSED PRODUCT is SOLD. Any LICENSED PRODUCT made under a license granted pursuant to this SUBLICENSE AGREEMENT prior to the termination or expiration of the applicable PATENT RIGHTS and not SOLD prior to the termination or expiration of such PATENT RIGHTS shall be * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
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Royalties Records and Reports. 6.1 Within sixty (60) days after the end of each calendar quarter, LICENSEE shall pay to LICENSORS, in equal shares, any running royalties due pursuant to this Article 6 on NET SALES of LICENSED PRODUCTS made by LICENSEE during the preceding calendar quarter. 6.2 The total rates of such running royalties, subject to adjustment pursuant to Section 6.5, shall be: (a) [**] percent ([**] %) of the NET SALES of LICENSED PRODUCTS made by LICENSEE until the TOTAL SALES equal $[**]; (b) [**] percent ([**] %) of NET SALES of LICENSED PRODUCTS made by LICENSEE once the TOTAL SALES exceed $[**] and until such TOTAL SALES equal $[**]; and (c) [**] percent ([**] %) of NET SALES of LICENSED PRODUCTS made by LICENSEE once the TOTAL SALES exceed $[**]. 6.3 Concurrent with the payments provided for in Sections 6.1 and 6.2 and subject to Sections 6.5 and 6.6, LICENSEE shall pay to LICENSORS, in United States Dollars, royalty payments in the amount of [**] percent ([**]%) of SUBLICENSE REVENUES accrued by LICENSEE during the preceding calendar quarter. 6.4 Of the percentages specified in Sections 6.2 and 6.3, one half (1/2) shall be considered a patent royalty, and one half (1/2) shall be considered a royalty for use of know-how. 6.5 Subject to Article 8, the actual royalty rates payable in any country pursuant to Sections 6.1, 6.2 and 6.3 shall be determined as follows: (a) If there is no patent protection under PATENT RIGHTS in a country in the TERRITORY and no protection under the U.S. Orphan Drug Act or any foreign equivalent in such country, then the applicable royalty rates for such country shall be [**] percent ([**]%) of the royalty rates specified in Sections 6.2 and 6.3 if there has been a successful transfer of technology pursuant to Section 5.10, and [**] percent ([**]%) if there has not been a successful transfer. (b) If there is patent protection under PATENT RIGHTS in a country in the TERRITORY or protection under the U.S. Orphan Drug Act or any foreign equivalent in such country, then the applicable royalty rates for such country shall be the royalty rates specified in Section 6.2 and 6.3 if there has been a successful transfer of technology pursuant to Section 5.10, and [**] percent ([**]%) of the royalty rates specified in Sections 6.2 and 6.3 if there has not been a successful transfer. 6.6 For the purpose of calculating royalties due to LICENSORS, revenues in currencies other than United States Dollars shall be converted to United States Dollars using the...
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Royalties Records and Reports. 5.1 For the rights and privileges granted under this LICENSED AGREEMENT, JANSXXX xxxll pay to ILEX, subject to Article 17, earned royalties on the NET SALES of all LICENSED PRODUCTS that are SOLD by or for JANSXXX or AFFILIATES or SUBLICENSEES under this LICENSE AGREEMENT. The royalty rate shall increase or decrease in accordance with the following formula as a result of changes in the COST OF GOODS made as a result of optimizing the formulation and bulk production of LICENSED PRODUCT: (a) for all sales in a calendar year up to and including [**] Dollars ($ [**] ), a royalty based on the Actual Cost of Goods Percentage (ACOG%, as defined below in paragraph 5.1(d)) as follows: (i) where the ACOG% is [**] percent ([**]%) or less: a royalty of [**] percent ([**]%); (ii) where the ACOG% is [**] percent ([**]%) or more: a royalty of [**] percent ([**]%); 25 (iii) where the ACOG% is between [**] percent ([**]%) and [**] percent ([**]%): a royalty calculated in accordance with the following formula: [**] wherein AR is the adjusted royalty rate, and AR1 is the Royalty Rate Adjustment for Cost of Goods Percentage Changes, calculated as set forth in Article 5.1(d). (b) for all sales in a calendar year greater than [**] Dollars ($ [**] ), up to and including [**] Dollars ($ [**] ), a royalty based on the ACOG% as follows: (i) where the ACOG% is [**] percent ([**]%) or less: a royalty of [**] percent ([**]%); (ii) where the ACOG% is [**] percent ([**]%) or more: a royalty of [**] percent ([**]%); (iii) where the ACOG% is between [**] percent ([**]%) and [**] percent ([**]%): a royalty calculated in accordance with the following formula: [**] wherein AR is the adjusted royalty rate, and AR is the Royalty Rate Adjustment for Cost of Goods Percentage Changes, calculated as set forth in Article 5.1(d). (c) for all sales in a calendar year exceeding [**] Dollars ($ [**] ), a royalty based on the ACOG% as follows: 26 (i) where the ACOG% is [**] percent ([**]%) or less: a royalty of [**] percent ([**]%); (ii) where the ACOG% is [**] percent ([**]%) or more: a royalty of [**] percent ([**]%); (iii) where the ACOG% is between [**] percent ([**]%) and [**] percent ([**]%): a royalty calculated in accordance with the following formula: [**] wherein AR is the adjusted royalty rate, and AR is the Royalty Rate Adjustment for Cost of Goods Percentage Changes, calculated as set forth in Article 5.1(d). (d) As used herein, the Actual Cost of Goods Percentage (ACOG%) is calculated in a...
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Royalties Records and Reports 
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