ROYALTIES TO LICENSOR Sample Clauses

ROYALTIES TO LICENSOR. Royalties to Licensor will be due and payable according to the following terms. (i) Licensee will pay Licensor a royalty of [ * ] % of Net Profits of Licensed Product as long as there is at least one unexpired Valid Claim in a Licensed Patent, an Improvement, Joint Improvement or Licensee Improvement and the Valid Claim covers (I) the manufacturing or sale of HE3235, (II) formulations or any Dosage Form that contains HE3235 or (III) any method that uses HE3235 in one or more treatments in the Field of Use. Licensee will pay Licensor a royalty of [ * ] % of Net Profits of Licensed Product that uses a product improvement that is covered a Valid Claim in a Licensee Improvement, wherein the product improvement is mutually agreed in writing to be superior or otherwise significantly improve the bioavailability or another useful pharmaceutical property of HE3235 and the product improvement is used or present in a Licensed Product. (ii) Licensee will pay Licensor a royalty of [ * ] % of Net Profits of Licensed Product that is covered by an issued and valid claim in a Joint Improvement or Licensee Improvement and there is no unexpired Valid Claim remaining in or arising from any Licensed Patent or Improvement, where such Valid Claim covers (I) the manufacturing or sale of HE3235, (II) formulations or any Dosage Form that contains HE3235 or (III) methods that use HE3235 in one or more treatments in the Field of Use. (iii) If Licensee enters into one or more sublicense agreements before the end of the last phase II clinical trial for each or any clinical indication in the Field of Use, Licensee will pay [ * ] % of all royalties on all Net Profits that Licensee is paid under each sublicense. If Licensee enters into one or more sublicense agreements before the end of the last phase III clinical trial for each or any clinical indication in the Field of Use, Licensee will pay [ * ] % of all royalties on all Net Profits that Licensee is paid under each sublicense. If Licensee enters into one or more sublicense agreements after the end of the last phase III clinical trial for each or any clinical indication in the Field of Use but before the first royalty generating sale in China or Hong Kong, Licensee will pay [ * ] % of all royalties on all Net Profits that Licensee is paid under each sublicense. As used herein, the end of any clinical trial, e.g., phase II clinical trial or phase III clinical trial means that dosing of patients has been completed and the results have be...

ROYALTIES TO LICENSOR. 5.1 Licensee shall pay to Licensor, as an advance royalty payment, the amount of $50,000. Licensee shall pay the advance royalty payment either by immediately available funds within five (5) days following the Effective Date or by opening an irrevocable standby letter of credit in favor of Licensor on the Effective Date, with a bank reasonably satisfactory to Licensor and that maintains a confirmation relationship with Licensor's bank, in the amount of $50,000, payable within five (5) days. The advance royalty payment shall be non- refundable and shall be credited against the Minimum Royalty Fee as set forth herein so that no Royalty Fees as defined herein shall be payable by Licensee until Licensee's advance royalty credit is reduced to zero. (a) Licensee shall also pay to Licensor a fee ("Royalty Fee") equal to the percentage rate for the particular category of Goods on EXHIBIT E hereto multiplied by the amount over ex-factory cost of the Goods directly or indirectly sold by Licensee for each particular category of Goods. The term "ex- factory cost" shall mean the manufacturer's actual invoiced price prior to any discounts, rebates or allowances. Licensee shall be required to pay a Minimum Royalty Fee for the Term of $200,000, which is calculated by taking the product of the minimum gross sales required for the Term as set forth herein, and four percent (4%). If the Royalty Fees paid to Licensor for the Term do not equal or exceed the Minimum Royalty Fee, Licensee shall promptly pay to Licensor the difference between the Royalty Fees actually paid and the Minimum Royalty Fee.

ROYALTIES TO LICENSOR. Ventrus shall pay to Licensor the following royalties on Annual Net Sales of each Ventrus Product and Ventrus Therapy on a worldwide basis provided such Ventrus Product or Ventrus Therapy is Covered by a Valid Claim of a Licensor Patent: Annual Net Sales of applicable Product or Therapy on sales of less than $[*] million [*]% of such Net Sales Annual Net Sales of applicable Product or Therapy on sales of $[*] million or more [*]% of such Net Sales If Annual Net Sales of applicable Product or Therapy are between $[*] million and less than $[*] million $[*] million one-time payment with respect the applicable Product or Therapy (in addition to any other of Ventrus’s royalty obligations or payments) If Annual Net Sales Of applicable Product or Therapy are $[*] million or more $[*] million one-time payment with respect the applicable Product or Therapy (in addition to any other Ventrus’s royalty obligations or payments) [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

ROYALTIES TO LICENSOR. (a) Licensee shall pay to Licensor for each Licensed Product licensed to a Redistributor or a Customer a royalty equal to the Specified Royalty Percentage of all revenues received (without deduction for value added tax, if any, but excluding any revenues for maintenance and support or upgrade services, which revenues are covered in paragraph (b) below) by Licensee under the Redistributor Agreement or Sublicense applicable to such Licensed Product. (b) Licensee shall pay to Licensor for maintenance and support and upgrade services provided under the applicable Sublicense or other written maintenance and support agreement with or approved by Licensee for each of the Licensed Products a royalty equal to the Specified Royalty Percentage of all revenues received (without deduction for value added tax, if any) by Licensee from a Redistributor or Customer relating to maintenance and support services or services for Upgrades or upgrades of systems for such Licensed Products.

ROYALTIES TO LICENSOR. 5.1 Royalties due to Licensor by Licensee for the sale of Goods shall be calculated based upon the classification of the Goods into two product categories: (1) voice activated products and (2) core products. Voice activated products shall be all Goods which are activated utilizing a voice recognition feature and do not require manual activation, and core products shall be all Goods which are not voice activated products. 5.2 Voice activated product royalties shall be calculated based upon a percentage of Licensee's Gross Profits as set forth in Exhibit E. For purposes of calculating such royalties "Gross Profits" shall mean the product Sales Price less the product's Landed Cost, as these terms are defined in Sections 1.6 and 1.8, respectively. Payment of royalties on voice activated products are due within ten (10) calendar days after the end of each month and shall be accompanied by a certified monthly royalty statement in the form attached as Schedule 5.

ROYALTIES TO LICENSOR. 5.1 [redacted] (a) Licensee shall also pay to Licensor as royalties ("Royalties") a sum equal to the royalty rate for the particular category of Goods on Exhibit E hereto multiplied by the "Gross Sales Value" of the Goods sold by Licensee for

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Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.
Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.
Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.
Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.
Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner. 4.2 The Parties shall negotiate with each other to enter into specific technology license contracts to expressly specify the detail matters such as the technology to be licensed, the method to license the technology, license fees and payment.
Royalties This agreement entitles the author to no royalties or other fees. To such extent as legally permissible, the author waives his or her right to collect royalties relative to the article in respect of any use of the article by the Journal Owner or its sublicensee.
Developer License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license for the number of Developer(s) indicated in the Order Form to install the Software on any number of Machines in order to internally use the Software to create, develop and test Applications. For clarity, a single Software license may be re-allocated to another Developer in the event that the original Developer is no longer employed by you or has been assigned to a new role where access to the Software will no longer be required on a permanent basis.
Sublicense SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.
Royalty Beglend shall pay royalties to InNexus equal to 3% of Net Sales Revenue, calculated and payable as follows: (a) any Royalty payable hereunder shall be calculated on a Product by Product basis for each jurisdiction (each a "Market Area")in which any such Product is sold; (b) the period for which Beglend is required to pay a Royalty hereunder shall commence upon the first Launch of Product in a particular Market Area, and shall continue for the patent life of any Patents comprising the Licensed Technology or any Joint Patents which may hereafter be filed with respect to such Product or upon which such Product is based in that Market Area (the "Royalty Payment Period"); (c) the first Royalty payment shall be calculated for the broken period commencing from the date of the first Launch of Product to and including the last day of Beglend's fiscal year in which the Launch of Product took place; and any succeeding Royalty payments shall be calculated from the first day until the last day of the corresponding fiscal year; and all Royalty payments shall be payable by cheque, cash, or bank draft, to InNexus' order, and shall be paid within 180 days of the completion of Beglend's fiscal year corresponding to that payment; provided that, notwithstanding the foregoing, Beglend shall pay quarterly installments of the estimated amount of Royalty payments due for each fiscal quarter completed after the date of Launch of Product, which shall be payable within 90 days after the end of each such quarter, and shall, when calculating the amount of Royalty due for that fiscal year in accordance with sub-section 6.5(c), adjust the installment payable for the final quarter in each fiscal year to reflect Beglend's estimate of the actual amount payable, after accounting for each of the prior payments made in that fiscal year; and Beglend shall pay all royalties in the currencies in which the revenues giving rise to such payment obligation are received by Beglend unless otherwise agreed in writing between the parties; (d) On or before 180 days following the end of each fiscal year of Beglend after the first Launch of Product, Beglend shall deliver to InNexus a statement indicating, in reasonable detail, as of the last day of the immediately preceding fiscal year, the calculation of Net Sales Revenue for each Product sold in each Market Area and the aggregate of the Royalty payable with respect to each such Product and each such Market Area for such year; (e) Beglcnd will maintain up to date and complete records for the production and sale of Products in each Market Area including accounts, records, statements, the amount of free Products and sample Products distributed, Product returns relating to sales and marketing of the Product, and InNexus or its agent shall have the right at all reasonable times, including for a period of 12 months following the expiration or termination of this Agreement, to inspect such accounts, records and statements and make copies thereof at their own expense for the purpose of verifying the amount of Royalty payments to be made by Beglend to InNexus pursuant hereto; and InNexus shall have the right at its own expense to have such accounts audited by independent auditors once each year; (f) Beglend shall have an audited statement prepared by its auditors (which shall be qualified certified public accountants or chartered accountants) for each year with respect to the Royalty payable to InNexus hereunder, by 180 days following the end of each fiscal year, and Beglend shall forthwith deliver a copy of such statement to InNexus; (g) All Royalty payments shall be considered full and final satisfaction of all obligations of Beglend making the same in respect thereof if such payments or the calculations in respect thereof are not disputed by InNexus within 180 days after receipt by InNexus of the audited statement referred to in subsection 6.5(f) hereof; and any disputes under this subsection shall be decided by arbitration as herein provided; (h) for the purpose of calculating Royalties, revenue shall be deemed to have been received when it has actually been received in the form of cash or credit or by way of any measurable benefit, advantage or concession; and in the event of any partial payment, the Royalty otherwise payable shall be pro-rated accordingly; in no event will Beglend be obligated to pay Royalties more than once in respect of any revenue received by it or its associates, affiliates, licensees or sub-licensees in connection with any single transaction (i.e. no "double" Royalties); and (i) for any product containing both a pharmaceutically active agent which causes it to be considered a Product and one or more other pharmaceutically active agents which are not Products (each a "Combination Product"), the parties shall in good faith negotiate and agree to an appropriate adjustment to the Net Sales Revenue to reflect the relative contribution of each Product and each other pharmaceutically active agent which is not a Product to the Combination Product; and if, after good faith negotiations (not to exceed ninety (90) days in duration unless extended by mutual agreement), the parties can not agree to an appropriate adjustment, Net Sale Revenue shall be equal to Net Sales of the Combination Product multiplied by a fraction, the numerator of which is the reasonable fair market value of the Compounds contained in the Combination Product and the denominator of which is the reasonable fair market value of all pharmaceutically active agents contained in the Combination Product, as determined by arbitration.
License Fees and Royalties Consistent with the applicable U.S. DOT Common Rules, the Recipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Underlying Agreement are program income, and must be used in compliance with federal applicable requirements.

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