Common use of Royalty Fees Clause in Contracts

Royalty Fees. 7.1 LICENSEE shall not be responsible for paying Royalty Fees (a) after [*] years from the date when annual Royalty Fees reach $[*], or (b) when the Patents in Appendix 1 expire or are annulled. LICENSEE agrees to pay to LICENSOR [*]percent ([*]%) of the Selling Price of all Product sold by or for LICENSEE or its Affiliates to a Customer under this Agreement. In the event that Product is used to make an End Product by LICENSEE or LICENSEE’s Affiliate, the Royalty Fee is imposed only on the Product, not on the End Product. The Selling Price of the Product that is (a) transferred by LICENSEE or its Affiliates without generating a Selling Price; or (b) used to make End Products by LICENSEE or its Affiliates is the average price that the same or similar Product is sold at to Customers by LICENSEE during the period of Section 7.5. If such average price is not available, a commercially reasonable price will apply. 7.2 All payments will be made in U.S. dollars. Payments due on Selling Price in the currency of countries foreign to the U.S. shall be calculated in U.S. dollars after the amount of the Selling Price in foreign currency has been converted into U.S. dollars using the applicable foreign exchange rate listed in the Wall Street Journal for the last day of the calendar quarter. Unless otherwise directed by LICENSOR, all payments made hereunder by LICENSEE shall be made by wire transfer to Key Bank 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 ABA number: Account number: Swift Code: in immediately available United States funds. 7.3 Under this Agreement, Product shall be considered sold or otherwise transferred when LICENSEE invoices a Customer. _________________ [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 7.4 LICENSEE shall keep full, true and accurate books of account containing all particulars which may be necessary for the purpose of determining the amount payable to LICENSOR under this Agreement. Said books and the supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain, to an inspection, on a confidential basis, by an independent certified public accountant retained by LICENSOR, at LICENSOR’s expense, and reasonably acceptable to LICENSEE, for the purposes of verifying LICENSEE’s payments, or LICENSEE’s compliance in other respects with this Agreement. A copy of the report of the independent certified public accountant shall be given to LICENSEE. Should such inspection and resulting report indicate an underpayment by LICENSEE, then LICENSEE shall immediately pay such amount to LICENSOR with interest at five (5) points above prime rate as published by The Wall Street Journal at the time of the inspection, and should such underpayment be in excess of ten (10%) percent LICENSEE shall also bear all costs of the audit. 7.5 LICENSEE, within sixty (60) days following the end of each six month period ending on June 30 and December 31 of each year, shall deliver to LICENSOR a true and accurate report, certified by an officer of LICENSEE, giving such particulars of the business conducted by LICENSEE hereunder as are pertinent to an accounting for royalties under this Agreement. These shall include at least the following: 7.5.1 the weight and type of Product sold by LICENSEE and the Selling Price for each; and 7.5.2 total Selling Price and total royalties due. Concurrently with the delivery of each such report, LICENSEE shall pay to LICENSOR the amount due for the period covered by such report. If no payments are due, it shall be so reported. With the first report so made, LICENSEE shall report and pay over to LICENSOR all amounts due under this Agreement from the Effective Date. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 7.6 All taxes imposed on the Royalty Fees in South Korea shall be paid by LICENSEE and all other taxes imposed on the Royalty Fees in the United States shall be paid by LICENSOR. 7.7 All taxes and bank commissions related to such bank transfer in South Korea shall be paid by LICENSEE and all other taxes and bank commissions related to such bank transfer in the United States shall be paid by LICENSOR.

Royalty Fees. 7.1 LICENSEE shall not be responsible for paying Royalty Fees (a) Commencing July 1, 2001, DCC shall receive a royalty equal to 5% of the gross dollars resulting from sales of the Beam Bolsters (after [*] years from deducting sales returns and any sales taxes), whether such sale is made by Xxxxxxxx (or any successor or assign) or any licensee of the date when annual Royalty Fees reach $[*]Patents or Technology, or subject to the minimum royalty payment provided for in subsection (b), below. (b) when the Patents in Appendix 1 expire or are annulled. LICENSEE agrees to pay to LICENSOR [*]percent ([*]%) of the Selling Price of all Product sold by or for LICENSEE or its Affiliates to a Customer under this Agreement. In the event that Product is used to make an End Product by LICENSEE or LICENSEE’s Affiliate, the Royalty Fee is imposed only on the Product, not on the End Product. The Selling Price of the Product that is (a) transferred by LICENSEE or its Affiliates without generating a Selling Price; or (b) used to make End Products by LICENSEE or its Affiliates is the average price that the same or similar Product is sold at to Customers by LICENSEE during the period of Section 7.5. If such average price is not available, a commercially reasonable price will apply. 7.2 All payments royalty payment will be made in U.S. dollars. Payments calculated on a quarterly basis and the payment will be due on Selling Price in the currency of countries foreign to the U.S. shall be calculated in U.S. dollars after the amount of the Selling Price in foreign currency has been converted into U.S. dollars using the applicable foreign exchange rate listed in the Wall Street Journal for or before the last day of the calendar quarter. Unless otherwise directed by LICENSOR, all payments made hereunder by LICENSEE shall be made by wire transfer to Key Bank 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 ABA number: Account number: Swift Code: in immediately available United States funds. 7.3 Under this Agreement, Product shall be considered sold or otherwise transferred when LICENSEE invoices a Customer. _________________ [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 7.4 LICENSEE shall keep full, true and accurate books of account containing all particulars which may be necessary for the purpose of determining the amount payable to LICENSOR under this Agreement. Said books and the supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain, to an inspection, on a confidential basis, by an independent certified public accountant retained by LICENSOR, at LICENSOR’s expense, and reasonably acceptable to LICENSEE, for the purposes of verifying LICENSEE’s payments, or LICENSEE’s compliance in other respects with this Agreement. A copy of the report of the independent certified public accountant shall be given to LICENSEE. Should such inspection and resulting report indicate an underpayment by LICENSEE, then LICENSEE shall immediately pay such amount to LICENSOR with interest at five (5) points above prime rate as published by The Wall Street Journal at the time of the inspection, and should such underpayment be in excess of ten (10%) percent LICENSEE shall also bear all costs of the audit. 7.5 LICENSEE, within sixty (60) days month following the end of each six month period calendar quarter. The first royalty payment for the calendar quarter ending September 30, 2001 will be due on June 30 and December 31 or before October 31, 2001. The minimum quarterly royalty payment shall be in the amount of each year$12,500.00, shall deliver to LICENSOR a true and accurate report, certified by an officer of LICENSEE, giving such particulars regardless of the business conducted by LICENSEE hereunder as actual dollar amount of the gross sales in any calendar quarter. (c) Accompanying each royalty payment shall be a statement showing gross sales, deductions for returns and sales taxes. Xxxxxxxx agrees that DCC shall be entitled at any time, on reasonable notice, to inspect its books and records to confirm that the royalty payments being remitted are pertinent correct. Xxxxxxxx agrees that any licensing agreement that it enters into with respect to an accounting for royalties under this Agreement. These the Patents and/or Technology shall include at least a provision enabling DCC to inspect the following:books and records of the licensee to confirm that the royalty payments being remitted are correct. 7.5.1 (d) Royalty payments shall continue on a quarterly basis until such time as DCC has received a total of $400,000.00. Upon receipt of such an amount in royalty payments, the weight and type of Product sold by LICENSEE and the Selling Price obligation for each; and 7.5.2 total Selling Price and total royalties due. Concurrently with the delivery of each such report, LICENSEE shall pay royalty payments to LICENSOR the amount due for the period covered by such report. If no payments are due, it shall be so reported. With the first report so made, LICENSEE shall report and pay over to LICENSOR all amounts due DCC under this Agreement from the Effective Date. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONshall cease, although all other obligations hereunder shall remain in effect. 7.6 All taxes imposed (e) If any royalty payment is not received or accounted for in a timely manner, DCC, in its sole discretion, may give a written notice of default to Xxxxxxxx, by regular mail at the addresses set forth below. If payment is not received or an accounting not provided within 30 (thirty) days of the date on which DCC gives written notice of default to Xxxxxxxx, DCC may, at its option, accelerate the remaining unpaid balance of the royalty payments ($400,000.00 minus payments previously received). The accelerated balance shall then commence to bear interest at the rate of 8.5% per annum and DCC may immediately bring suit thereon. A default hereunder shall also constitute an event of default under the $175,000.00 Promissory Note being executed contemporaneously herewith. Provided, that if Xxxxxxxx has reduced the principal balance of the Promissory Note at the time of such default, the accelerated balance owed on the Royalty Fees in South Korea Promissory Note shall be paid by LICENSEE the then existing balance of principal and accrued interest, credit having been given for all other taxes imposed on the Royalty Fees in the United States shall be paid by LICENSORpayments received. 7.7 All taxes and bank commissions related to such bank transfer in South Korea shall be paid by LICENSEE and all other taxes and bank commissions related to such bank transfer in the United States shall be paid by LICENSOR.

Royalty Fees. 7.1 LICENSEE shall not be responsible for paying Royalty Fees (a) after [*] years from the date when annual Royalty Fees reach $[*], or (b) when the Patents in Appendix 1 expire or are annulled. LICENSEE agrees to pay to LICENSOR [*]percent ([*]%) of the Selling Price of all Product sold by or for LICENSEE or its Affiliates to a Customer under this Agreement. In the event that Product is used to make an End Product by LICENSEE or LICENSEE’s Affiliate, the Royalty Fee is imposed only on the Product, not on the End Product. The Selling Price of the Product that is (a) transferred by LICENSEE or its Affiliates without generating a Selling Price; or (b) used to make End Products by LICENSEE or its Affiliates is the average price that the same or similar Product is sold at to Customers by LICENSEE during the period of Section 7.5. If such average price is not available, a commercially reasonable price will apply. 7.2 All payments will be made in U.S. dollars. Payments due on Selling Price in the currency of countries foreign to the U.S. shall be calculated in U.S. dollars after the amount of the Selling Price in foreign currency has been converted into U.S. dollars using the applicable foreign exchange rate listed in the Wall Street Journal for the last day of the calendar quarter. Unless otherwise directed by LICENSOR, all payments made hereunder by LICENSEE shall be made by wire transfer to Key Bank 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 ABA number: Account number: Swift Code: in immediately available United States funds. 7.3 Under this Agreement, Product shall be considered sold or otherwise transferred when LICENSEE invoices a Customer. _________________ [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 7.4 LICENSEE shall keep full, true and accurate books of account containing all particulars which may be necessary for the purpose of determining the amount payable to LICENSOR under this Agreement. Said books and the supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain, to an inspection, on a confidential basis, by an independent certified public accountant retained by LICENSOR, at LICENSOR’s expense, and reasonably acceptable to LICENSEE, for the purposes of verifying LICENSEE’s payments, or LICENSEE’s compliance in other respects with this Agreement. A copy of the report of the independent certified public accountant shall be given to LICENSEE. Should such inspection and resulting report indicate an underpayment by LICENSEE, then LICENSEE shall immediately pay such amount to LICENSOR with interest at five (5) points above prime rate as published by The Wall Street Journal at the time of the inspection, and should such underpayment be in excess of ten (10%) percent LICENSEE shall also bear all costs of the audit. 7.5 LICENSEE, within sixty (60) days following the end of each six month period ending on June 30 and December 31 of each year, shall deliver to LICENSOR a true and accurate report, certified by an officer of LICENSEE, giving such particulars of the business conducted by LICENSEE hereunder as are pertinent to an accounting for royalties under this Agreement. These shall include at least the following: 7.5.1 the weight and type of Product sold by LICENSEE and the Selling Price for each; and 7.5.2 total Selling Price and total royalties due. Concurrently with the delivery of each such report, LICENSEE shall pay to LICENSOR the amount due for the period covered by such report. If no payments are due, it shall be so reported. With the first report so made, LICENSEE shall report and pay over to LICENSOR all amounts due under this Agreement from the Effective Date. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 7.6 All taxes imposed on the Royalty Fees in South Korea shall be paid by LICENSEE and all other taxes imposed on the Royalty Fees in the United States shall be paid by LICENSOR. 7.7 All taxes and bank commissions related to such bank transfer in South Korea shall be paid by LICENSEE and all other taxes and bank commissions related to such bank transfer in the United States shall be paid by LICENSOR.

Royalty Fees. 7.1 LICENSEE 7.1. In consideration for the favorable provisions of this Agreement, the Management Services performed by Seller and the License Agreement, Buyer shall pay the Royalty Fees to Seller for each year during the operation of the System. Royalty Fees shall be paid within forty-five (45) days after the end of each month in which such Royalty Fees have accrued. 7.2. Buyer shall provide Seller with a monthly statement (“Royalty Fee Statement”) certified by Buyer’s chief financial officer or controller on or before the thirtieth (30th) day following each month that the System in operated and on or before the thirtieth (30th) day following the effective date of any termination of operation of such System, reporting as to the System (i) the amount (in pounds) of Products for which Processing Services were provided by Buyer for the preceding month; (ii) the Gross Processing Receipts with respect to such System for the preceding month; and (iii) the calculation of the Royalty Fees due with respect to such System for the preceding month. Seller’s receipt or acceptance of any Royalty Fee Statement or other information furnished pursuant to this Agreement and/or of any Royalty Fee paid hereunder shall not be responsible for paying Royalty Fees (a) after [*] years preclude Seller from questioning the date when annual Royalty Fees reach $[*], or (b) when the Patents in Appendix 1 expire or are annulled. LICENSEE agrees to pay to LICENSOR [*]percent ([*]%) of the Selling Price of all Product sold by or for LICENSEE or its Affiliates to a Customer under this Agreementaccuracy thereof at any time. In the event that Product any inconsistency or mistake is used to make an End Product by LICENSEE or LICENSEE’s Affiliate, the discovered in any Royalty Fee is imposed only on the ProductStatements or other payments, not on the End Product. The Selling Price of the Product that is (a) transferred by LICENSEE or its Affiliates without generating a Selling Price; or (b) used to make End Products by LICENSEE or its Affiliates is the average price that the same or similar Product is sold at to Customers by LICENSEE during the period of Section 7.5. If such average price is not available, a commercially reasonable price will apply. 7.2 All payments will be made in U.S. dollars. Payments due on Selling Price in the currency of countries foreign to the U.S. it shall be calculated in U.S. dollars after rectified as promptly as possible and the amount of the Selling Price in foreign currency has been converted into U.S. dollars using the applicable foreign exchange rate listed in the Wall Street Journal for the last day of the calendar quarter. Unless otherwise directed by LICENSOR, all payments made hereunder by LICENSEE appropriate corrected statement and/or Royalty payment shall be made by wire transfer Buyer to Key Bank 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 ABA number: Account number: Swift Code: in immediately available United States fundsSeller. 7.3 Under this Agreement, Product 7.3. Buyer shall be considered sold or otherwise transferred when LICENSEE invoices a Customer. _________________ [*] Certain information on this page has been omitted agree that it will keep during the term of the License Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 7.4 LICENSEE shall keep full, true and accurate books of account containing all particulars which may be necessary for the purpose of determining the amount payable to LICENSOR under this Agreement. Said books and the supporting data shall be open at all reasonable times, for three (3) years following the end after any termination of the calendar year License Agreement correct and complete books and records regarding (i) Gross Processing Receipts with respect to the System and (ii) the amount (in pounds) of Products for which they pertain, it provided Processing Services using the System. Such books and records shall be in sufficient detail to an inspection, on a confidential basis, establish compliance by an independent certified public accountant retained by LICENSOR, at LICENSOR’s expense, and reasonably acceptable to LICENSEE, for Buyer with all the purposes provisions of verifying LICENSEE’s payments, or LICENSEE’s compliance in other respects with this Agreement. A copy of the report of the independent certified public accountant selected by Seller shall have the right to inspect, copy and audit at reasonable times during normal business hours (but not more than once during any year), and upon reasonable advance notice to Buyer, both during and after the term of the License Agreement, such books and records or other documents. Seller agrees that the information contained in Buyer’s books and records is Buyer’s Confidential Information and will protect it in accordance with Section 21 hereof. Any inspection or audit shall be paid for by Seller, except as otherwise provided below. In the event it is ultimately determined that Buyer has (a) under-reported Gross Processing Receipts with respect to the System and/or the amount of Products for which Processing Services were provided using the System by five percent (5%) or more for any given period and/or (b) underpaid Royalty Fees with respect to LICENSEE. Should such inspection and resulting report indicate an underpayment the System by LICENSEEfive percent (5%) or more for any given period, then LICENSEE shall immediately pay such amount to LICENSOR with interest at five (5) points above prime rate as published by The Wall Street Journal at the time of the inspection, and should such underpayment be in excess of ten (10%) percent LICENSEE shall also bear all costs of the audit. 7.5 LICENSEE, within sixty (60) days following the end of each six month period ending on June 30 and December 31 of each year, shall deliver to LICENSOR a true and accurate report, certified by an officer of LICENSEE, giving such particulars of the business conducted by LICENSEE hereunder as are pertinent to an accounting for royalties under this Agreement. These shall include at least the following: 7.5.1 the weight and type of Product sold by LICENSEE and the Selling Price for each; and 7.5.2 total Selling Price and total royalties due. Concurrently with the delivery of each such report, LICENSEE Buyer shall pay to LICENSOR Seller within forty-five (45) days after such ultimate determination, the amount deficiency in the Royalty Fee payment, plus interest thereon at the rate of seven percent (7%) per annum from the original due date to the date of payment, and shall also pay the actual cost of such inspection or audit, including without limitation Seller’s reasonable attorneys’ fees, reasonable accountant’s fees and other reasonable out-of-pocket costs. 7.4. In the event of Buyer’s failure to pay Royalty Fees finally determined to be due and payable hereunder to Seller for any period of at least six (6) consecutive months and such delinquency is not cured within forty-five (45) days after written notice thereof is delivered by Seller to Buyer, Seller shall have the period covered right to terminate the License Agreement and Buyer’s right to use the Systems owned or operated by such reportBuyer. 7.5. If no payments are due, it shall be so reported. With The rights and obligations of the first report so made, LICENSEE shall report and pay over to LICENSOR all amounts due parties under this Section 7 shall survive any termination of this Agreement from for so long as the Effective Date. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONSystem is being used. 7.6 All taxes imposed on the Royalty Fees in South Korea shall be paid by LICENSEE and all other taxes imposed on the Royalty Fees in the United States shall be paid by LICENSOR. 7.7 All taxes and bank commissions related to such bank transfer in South Korea shall be paid by LICENSEE and all other taxes and bank commissions related to such bank transfer in the United States shall be paid by LICENSOR.