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...
Royalty. LICENSEE shall pay MSK a [****] royalty on cumulative Net Sales up to [****], [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. [****]
(i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****].
(ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above.
(iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above.
(iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year.
(v) Annual minimum royalty payments, due at each anniversary of the Effective Date, starting ten (10) years after the Effective Date, in the amount of fourty thousand dollars ($40,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied.
(vi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [**...
Royalty. (a) Concurrently with the exercise of the Option, the Parties will enter into a royalty agreement whereby the Optionee will grant the Royalty to the Optionor with respect to production of all metals from the Property (including any Additional Property added to the Property pursuant to Article 12 of this Agreement), with the Royalty to be payable by the Optionee following commencement of Commercial Production. The royalty agreement shall include the following terms (except as otherwise mutually agreed by the Parties):
(i) the Royalty shall be paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s);
(ii) within 120 days after the end of each fiscal year of the Optionee during which the Property is in Commercial Production, the records relating to the calculation of the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the Optionor, who shall have 30 days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct;
(iii) the Optionor shall have the right, at all reasonable times, to inspect such books and financial records of the Optionee as are relevant to the determination of the Royalty and, at its own expense, to make copies thereof; and
(iv) payment of the Royalty shall apply only to Commercial Production conducted on, in or under the Property.
(b) The Royalty will be reduced from 2.0% to 1.0% at any time within five (5) years of the commencement of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000.
(c) Regardless of whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a), upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Property....
Royalty. Leasee shall pay to lessor:
(1) A royalty of five percent (5%) of the gross value of uranium bearing ore mined and removed from the said lands. Gross value of uranium ore removed from the leased lands shall be the fair market value of ore of like grade and quality for uranium contained therein prevailing in the area of the leased lands at the time of removal. Determination of uranium content for purposes of determining the gross value on which royalty shall be paid shall be made on a calendar monthly basis using a weighted arithmetic average of uranium content on all lots of ore mined and removed from the leased lands during said calendar month. The mineral content of all ore mined and removed from the leased premises shall be determined by lessee in accordance with standard sampling and analysis procedures. Lessor upon request to lessee and at lessor’s expense shall have the right to have a representative present at the time samples are taken and, at lessor’s request, shall be furnished a portion of all or any samples taken without cost to lessor.
(2) A royalty of one dollar ($1.00) per wet ton (2,000 pounds)on all merchantable sulphur mined, removed, and recovered from the leased lands. If the lessor elects to take its royalty in kind, the royalty shall be five percent (5%) of the merchantable sulphur mined, such sulphur to be good merchantable mine-run sulphur at the mine.
(3) A royalty of five six percent (5%) *(6%) of the quantity or gross value at the mine of all merchantable sodium, calcium carbonate, shortite, potassium, trona and associated mineral salts mined, revolved and recovered from the leased lands; provided, however, that the royalty so paid to lessor shall not be less than twenty-five cents (25) per ton of 2000 pounds. * As per Board Matter Dated April 8, 1999.
(4) A royalty of five percent (5%) of the quantity or gross value at the mine of all merchantable phosphate mined, removed and recovered from the leased lands.
Royalty. In partial consideration for licenses granted herein, Arcadia shall pay to Xxxxxx as follows:
(i) For Transgenic Oil containing GLA and/or DGLA as the sole product, a royalty of the Royalty Rate times Net Sales of Transgenic Oil; subject to any adjustments as provided below, the “GLA and/or DGLA Royalty Rate” shall be determined as follows: [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] For example, if Arcadia has paid cumulative royalties of [...*...] and has Net Sales of Transgenic Oil in the next quarter of $[...*...], the calculation of royalty is as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...].
(ii) For Transgenic Oil containing ARA, a royalty equal to the ARA Royalty Rate times non-Xxxxxx Net Sales of ARA Transgenic Oil. Subject to any adjustments as provided below, the “ARA Royalty Rate” shall be determined as follows: Up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % > [...*...] MM [...*...] % Notwithstanding the applicable ARA Royalty Rate stated above, should the concentration of ARA in the ARA Transgenic Oil be other than 40%, the annual volume requirements shall change proportionally. For example, in the event that Arcadia produces an ARA Transgenic Oil that contains a concentration of 20% ARA, the annual volume requirements set forth in the chart above would be doubled, so that, for example, non-Xxxxxx sales of up to [...*...] MM pounds of ARA Transgenic Oil would be subject to an ARA Royalty Rate of [...*...]%. In the event that [...*...] or a successor or assignee to the [...*...] License produces more than [...*...] pounds of [...*...] with a GLA/DGLA and/or ARA content of greater than [...*...] percent ([...*...]%) but less than [...*...] percent ([...*...]%) in a given calendar year, the Royalty Rate beginning on the date [...*...]’s production exceeds the above threshold and continuing during the following twelve-month period, shall be reduced by [...*...] percent [...*...]). If [...*...] produces more than [...*...] of [...*...] with a residual one or more of GLA, DGLA or ARA content of greater than [...*...]%) but not more than [...*...] percent ([...*...]%) in the above example, the calculation of royalty would be as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...].
(iii) For a combination p...
Royalty. 9.1 Cavalier will pay to Gervais an annual royalty equal to three percent (3%) of Net Smelter Returns, subject to Section 9.4.
9.2 After the exercise of the Option, payment of the Royalty will be made quarterly within 30 days after the end of each yearly quarter based upon a year commencing on the 1st day of January and expiring on the 31st day of December in any year in which production occurs. Within 60 days after the end of each year for which the Royalty is payable, the records relating to the calculation of Net Smelter Returns for such year will be audited by Cavalier and any adjustments in the payment of the Royalty will be made forthwith after completion of the audit. All payments of the Royalty for a year will be deemed final and in full satisfaction of all obligations of Cavalier in respect thereof if such payments or calculations thereof are not disputed by Gervais within 60 days after receipt by Gervais of the said audit statement. Cavalier will maintain accurate records relevant to the determination of Net Smelter Returns and Gervais, or its authorized agent, shall be permitted the right to examine such records at all reasonable times.
9.3 The determination of Net Smelter Returns royalty hereunder is based on the premise that production will be developed solely on the Claims except that Cavalier will have the right to commingle ore mined from the Claims with ore mined and produced from other properties provided Cavalier will adopt and employ reasonable practices and procedures for weighing, sampling and assaying, in order to determine the amounts of products derived from, or attributable to commingled ore mined and produced from the Claims. Cavalier will maintain accurate records of the results of such sampling, weighing and analysis with respect to any commingled ore mined and produced from the Claims. Gervais or its authorized agents will be permitted the right to examine at all reasonable times such records pertaining to comingling of ore or to the calculation of Net Smelter Returns.
9.4 Cavalier shall have the right at any time to purchase one-half of the Royalty by paying to Gervais the sum of $1,000,000 per Royalty percentage point.
Royalty. Subject to any advance or credit provided for under this ------- Agreement, LICENSEE shall pay to LICENSOR, on a quarterly basis, as set forth in paragraph 4.1 below, a royalty which shall be based upon products sold by LICENSEE or its Affiliates or sublicensees for use in the practice of the Delivery Licensed Method and, if LICENSEE exercises its option under paragraph 2.2, the Barrier Licensed Method, and the manufacture, sale or use of which shall be covered by a valid, enforceable and unexpired claim of an issued Patent of the jurisdiction where sold (hereinafter, the "Licensed Product"). The royalty payable with respect to each Licensed Product sold within jurisdictions where a valid, enforceable and unexpired claim of an issued Patent continues to exist shall be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Upon expiration of the Licensed Patent, LICENSEE shall pay for a period of [the confidential material contained herein has been omitted and has been separately filed with the Commission] from the expiration of the Licensed Patent a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] This reduced royalty is in consideration for the ongoing contributions of LICENSOR to LICENSEE as further provided in this Agreement. Royalties will be based on the Net Invoice Price resulting from any sale of Licensed Products to third parties by LICENSEE or any of its Affiliates or sublicensees (and not sales among LICENSEE, its Affiliates or sublicensees, except as otherwise provided in the following sentence). LICENSEE shall pay a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] In those countries where the LICENSOR has a patent, the royalty will be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Notwithstanding anything to the contrary contained herein if a Licensed Product or the manufacture, sale or use thereof is covered by more than one Patent or claim within the Patents, LICENSEE shall be responsible for the payment of only one royalty.
Royalty. 3.1 In consideration of the Assignment of Paragraph 2.1 of Article II, Assignee shall pay Assignor, royalties as set forth in Paragraph 3.2 of this Article III.
3.2 ASSIGNEE agrees to pay ASSIGNOR an accrued royalty in the amount of five percent (5%) of the Gross Selling Price for each product manufactured, distributed, sold, etc. that is covered by/under, or becomes covered by a Letters of Patent, derived or accomplished by the Patent Application set forth in Paragraph 1.1 of Article I. To the extent ASSIGNEE grants a license to a third party under Assignor Patent Rights and receives royalties or other remuneration therefor, then ASSIGNEE agrees to pay ASSIGNOR five percent (5%) of such royalties and/or license fees.
3.3 No royalty shall be paid twice on the same Assigned Product and any customer or ASSIGNEE or its Licensees is entitled to resale or export the Assigned Product anywhere in the world without the payment of additional royalties.
3.4 Royalties will accrue on each product manufactured, distributed, or sold that is covered by/under a Patent Pending Application. Royalties will not be paid or disbursed until such time as the actual Patent has issued. In the event that a Patent Application is; a) abandoned, b) allowed no claims, c) rejected, or d) determined to be without the ability to file arguments that would result in Valid Claims, then no royalty would be paid, and all royalties accrued would revert to ASSIGNEE. In the event a Patent Application results in an issuance of a United States Letter of Patents, then all accrued royalties will be dispersed in accordance with Paragraphs 6.1 and 6.2 of Article VI.
3.5 Minimum Annual Royalties are as follows: Upon and from the date of Patent Issuance - Year One - 0 Year Two - 0 Year Three - $ 10,000.00 Year Four - $ 25,000.00 Year Five - $ 40,000.00 Year Six - $ 60,000.00 Year Seven - $ 75,000.00 Every Year Thereafter Until the Expiration of the Letters of Patent - $100,000.00
Royalty. The license granted herein shall be royalty-free.
