Common use of Royalty Payment Clause in Contracts

Royalty Payment. (a) As additional consideration for the Acquired Assets, Buyer shall make quarterly [*] royalty payments to Seller equal to [*] of Net Sales of all Products sold anywhere in the world during the applicable Royalty Term; provided, however, that such royalty shall equal [*]. (b) Buyer’s obligation to pay royalties under this Section 2.3.3 shall initiate on a Product-by-Product and country-by-country basis from the date of First Commercial Sale of each Product in such country and expire, on a country-by-country and Product-by-Product basis, upon [*] (i) the expiration of [*]; (ii) the expiration of [*]; and (iii) [*] (the “Royalty Term”). The Net Sales of a particular Product sold in a particular country after the expiration of the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Royalty Term for such Product and country shall not be included in the Net Sales for the purpose of calculating royalty payments or milestone payments. (c) If Buyer owes royalties or milestone payments to a third party for a license of third party Intellectual Property necessary (in Buyer’s reasonable discretion) to make, use, offer to sell, sell or import a particular Product in a particular country (other than pursuant to any Assigned Agreement), then Buyer may deduct, from royalties due and payable by Buyer to Seller with respect to sales of such Product in such country, an amount equal to [*] of the royalties or milestone payments paid by Buyer to such third party on account of sales of such Product in such country; provided, however, that (i) third party milestone payments will be deductible (as described herein) against the royalties due to Seller only if the third party license agreement under which such milestone payment is made [*] and [*], and (ii) [*]. (d) Within [*] business days after each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Product is made anywhere in the world, Buyer shall provide Seller with a non-binding estimate of the Net Sales of all Products sold during such calendar quarter. Within [*] days after each calendar quarter, Buyer shall provide Seller with a report that contains the following information: (i) the amount of gross sales of each Product in such calendar quarter, on a country-by-country basis, (ii) an itemized calculation of Net Sales of each Product for such calendar quarter, showing separately each type of deduction provided for in the definition of “Net Sales,” (iii) the calculation of the royalty payment due on the Net Sales for such calendar quarter, and (iv) the exchange rate for such country, calculated in accordance with Section 2.3.6. Concurrent with the delivery of the applicable quarterly report, Buyer shall pay Seller all royalty payments due for such calendar quarter.

Royalty Payment. (a) As additional consideration for the Acquired Assets, Buyer shall make quarterly [*] royalty payments to Seller equal to [*] of Net Sales of all Products sold anywhere in the world during the applicable Royalty Term; provided, however, that such royalty shall equal [*]. (b) Buyer’s obligation to pay royalties under this Section 2.3.3 shall initiate on a Product-by-Product and country-by-country basis from the date of First Commercial Sale of each Product in such country and expire, on a country-by-country and Product-by-Product basis, upon [*] (i) the expiration of [*]; (ii) the expiration of [*]; and (iii) [*] (the “Royalty Term”). The Net Sales of a particular Product sold in a particular country after the expiration of the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Royalty Term for such Product and country shall not be included in the Net Sales for the purpose of calculating royalty payments or milestone payments. (c) If Buyer owes royalties or milestone payments to a third party for a license of third party Intellectual Property necessary (in Buyer’s reasonable discretion) to make, use, offer to sell, sell or import a particular Product in a particular country (other than pursuant to any Assigned Agreement), then Buyer may deduct, from royalties due and payable by Buyer to Seller with respect to sales of such Product in such country, an amount equal to [*] of the royalties or milestone payments paid by Buyer to such third party on account of sales of such Product in such country; provided, however, that (i) third party milestone payments will be deductible (as described herein) against the royalties due to Seller only if the third party license agreement under which such milestone payment is made [*] and [*], and (ii) [*]. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) Within [*] business days after each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Product is made anywhere in the world, Buyer shall provide Seller with a non-binding estimate of the Net Sales of all Products sold during such calendar quarter. Within [*] days after each calendar quarter, Buyer shall provide Seller with a report that contains the following information: (i) the amount of gross sales of each Product in such calendar quarter, on a country-by-country basis, (ii) an itemized calculation of Net Sales of each Product for such calendar quarter, showing separately each type of deduction provided for in the definition of “Net Sales,” (iii) the calculation of the royalty payment due on the Net Sales for such calendar quarter, and (iv) the exchange rate for such country, calculated in accordance with Section 2.3.6. Concurrent with the delivery of the applicable quarterly report, Buyer shall pay Seller all royalty payments due for such calendar quarter.

Royalty Payment. (a) As additional consideration for For a period of three (3) years after the Acquired AssetsClosing Date, within forty-five (45) days after the end of each twelve (12) month period from and after the Closing Date, Buyer shall make quarterly [*] royalty payments will pay Seller fifty percent (50%) of the Net License Revenue actually received by Buyer from any source (including, without limitation, end users, VARs, distributors or other channel partners) for licensing the Applications acquired at Closing, including any enhancements, improvements or derivate works, during such fiscal year which exceeds one million dollars ($1,000,000) (the "ROYALTY PAYMENT"). Along with such payment, Buyer will provide a statement showing the quantity of licenses to Seller equal to [*] the Applications provided during such fiscal year and a calculation of Net Sales of all Products sold anywhere in the world during the applicable Royalty Term; provided, however, that such royalty shall equal [*]. (b) Buyer’s obligation to pay royalties fees payable under this Section 2.3.3 shall initiate on 1.9. Seller will treat the statement as confidential information of Buyer, will protect it from unauthorized use, access or disclosure in the same manner as Seller protects its own confidential or proprietary information of similar nature and with no less than reasonable care, and will disclose it only to the employees or agents of Seller who have a Product-by-Product need to know such information for purpose of this Agreement and country-by-country basis from who are under a duty of confidentiality no less restrictive than Seller's duties hereunder. For purposes of this Agreement, "Net License Revenue" means the date gross invoiced license fees billed by Buyer to any third party in connection with the license, sublicense or other use of First Commercial Sale of each Product in such country and expirethe Applications, on a country-by-country and Product-by-Product basis, upon [*] less (i) ordinary and necessary handling, insurance and other reasonable charges relating to the expiration delivery or return of [*]; (ii) the expiration of [*]; and (iii) [*] (the “Royalty Term”). The Net Sales of a particular Product sold in a particular country after the expiration of the [*] = Certain confidential information contained in this document, marked Applications to or by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Royalty Term for such Product and country shall not be included in the Net Sales for the purpose of calculating royalty payments or milestone payments. (c) If Buyer owes royalties or milestone payments to a third party for a license of third party Intellectual Property necessary (in Buyer’s reasonable discretion) to make, use, offer to sell, sell or import a particular Product in a particular country (other than pursuant to any Assigned Agreement), then Buyer may deduct, from royalties due and payable by Buyer to Seller with respect to sales of such Product in such country, an amount equal to [*] of the royalties or milestone payments paid by Buyer to such third party on account of sales of such Product in such country; provided, however, that (i) third party milestone payments will be deductible (as described herein) against the royalties due to Seller only if the third party license agreement under which such milestone payment is made [*] and [*], and (ii) [*]. (d) Within [*] business days after each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Product is made anywhere in the world, Buyer shall provide Seller with a non-binding estimate of the Net Sales of all Products sold during such calendar quarter. Within [*] days after each calendar quarter, Buyer shall provide Seller with a report that contains the following information: (i) the amount of gross sales of each Product in such calendar quarter, on a country-by-country basisend user customers, (ii) an itemized calculation of Net Sales of each Product for such calendar quartercustomary discounts actually allowed and taken, showing separately each type of deduction provided for in the definition of “Net Sales,” (iii) the calculation customs duties, surcharges, value added taxes ("VAT"), sales taxes, excise taxes and any other charges of any other governmental body placed on licensing of the royalty payment due on the Net Sales for such calendar quarterApplications, and (iv) reasonable bad debt expense, (v) amounts repaid or credits by reason of rejections or returns of Applications, or service credits provided under the exchange rate service level agreements, (vi) associated royalties, license fees or commissions paid to third parties and (vii) reasonable travel costs incurred which are directly related to license sales. For avoidance of doubt, Net License Revenue does not include any fees received for such countryperforming any services, calculated including any consulting services, maintenance services or support fees or any fees received in connection with licensing of any products or software, other than the Applications. In the case of so-called "bundled sales," where Applications purchased as part of the Assets are "bundled" with other software offered by Buyer, its affiliates, or by Buyer and a third party or parties, the amount of Net License Revenue allocable to the Applications purchased as part of the Assets shall be used to determine the Royalty Payment; provided, further, Buyer shall also fairly allocate among license, professional services and maintenance fees in determining the Royalty Payment. Acknowledging Seller's reliance upon the anticipated share of Net License Revenue as an express condition of entering into this Agreement, Buyer shall use commercially reasonable efforts to adequately license, service and maintain its Application customers in accordance with Section 2.3.6. Concurrent with good industry practice, and use its commercially reasonable efforts to timely recognize and realize the delivery of maximum license revenue generated therefrom during the applicable quarterly report, Buyer shall pay Seller all royalty payments due for such calendar quarterentire three-year period following the Closing Date.

Royalty Payment. (a) As additional consideration for the Acquired Assets, Buyer shall make quarterly [*] royalty payments to Seller equal to [*] of Net Sales of all Products sold anywhere in the world during the applicable Royalty Term; provided, however, that such royalty shall equal [*]. (b) Buyer’s obligation to pay royalties under this Section 2.3.3 shall initiate on a Product-by-Product and country-by-country basis from the date of First Commercial Sale of each Product in such country and expire, on a country-by-country and Product-by-Product basis, upon [*] (i) the expiration of [*]; (ii) the expiration of [*]; and (iii) [*] (the “Royalty Term”). The Net Sales of a particular Product sold in a particular country after the expiration of the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Royalty Term for such Product and country shall not be included in the Net Sales for the purpose of calculating royalty payments or milestone payments. (c) If Buyer owes royalties or milestone payments to a third party for a license of third party Intellectual Property necessary (in Buyer’s reasonable discretion) to make, use, offer to sell, sell or import a particular Product in a particular country (other than pursuant to any Assigned Agreement), then Buyer may deduct, from royalties due and payable by Buyer to Seller with respect to sales of such Product in such country, an amount equal to [*] of the royalties or milestone payments paid by Buyer to such third party on account of sales of such Product in such country; provided, however, that (i) third party milestone payments will be deductible (as described herein) against the royalties due to Seller only if the third party license agreement under which such milestone payment is made [*] and [*], and (ii) [*]. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) Within [*] business days after each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Product is made anywhere in the world, Buyer shall provide Seller with a non-binding estimate of the Net Sales of all Products sold during such calendar quarter. Within [*] days after each calendar quarter, Buyer shall provide Seller with a report that contains the following information: (i) the amount of gross sales of each Product in such calendar quarter, on a country-by-country basis, (ii) an itemized calculation of Net Sales of each Product for such calendar quarter, showing separately each type of deduction provided for in the definition of “Net Sales,” (iii) the calculation of the royalty payment due on the Net Sales for such calendar quarter, and (iv) the exchange rate for such country, calculated in accordance with Section 2.3.6. Concurrent with the delivery of the applicable quarterly report, Buyer shall pay Seller all royalty payments due for such calendar quarter2.3.

Royalty Payment. (a) As additional consideration for The Licensee agrees to pay the Acquired Assets, Buyer shall make quarterly [Licensor a royalty ("Royalty") of * percent (*] royalty payments to Seller equal to [*] of ) based on Net Sales (as defined herein) of all Licensed Products sold anywhere in by the world during Licensee. Such Royalties shall accrue when the applicable Royalty Term; providedLicensed Products are sold, howevershipped, that such royalty shall equal [*]distributed, billed or paid for, whichever occurs earliest. (b) Buyer’s obligation Royalty payments shall be made by the Licensee to the Licensor on all Licensed Products sold, shipped or distributed by the Licensee, even if not billed or if billed at a discount. Royalty payments to be made in respect of Licensed Products sold, shipped or distributed but not billed or if billed at a discount (such as in the case of introductory offers, samples, promotions and the like, or in the case of sales, shipments or distributions to individuals or companies which are affiliated or associated with or subsidiaries of the Licensee), shall be based upon the Licensee's then usual wholesale price (the "Usual Wholesale Price") for such Licensed Products sold to arm's length third parties in the course of the Licensee's normal sales, shipment and distribution activities. (c) Where the billed price for any Licensed Products is less than the Usual Wholesale Price for such Licensed Products, the Royalty payments shall be based upon the Usual Wholesale Price. (d) The Licensee further agrees to pay royalties under this Section 2.3.3 shall initiate on the Licensor a Productnon-by-Product and country-by-country basis from refundable, minimum guaranteed annual royalty of * Dollars (* U.S.) for its use of the date of First Commercial Sale of each Product in such country and expire, on a country-by-country and Product-by-Product basis, upon [*] (i) rights licensed hereunder during the expiration of [*]; (ii) the expiration of [*]; and (iii) [*] Term (the “Royalty Term”"Guaranteed Minimum Royalty"). The Net Sales of a particular Product sold in a particular country after the expiration of the Guaranteed Minimum Royalty shall be paid as follows: [*] = Certain confidential information contained in this document, Material marked by brackets, with an asterisk has been omitted from this document pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission pursuant Commission.] (i) Dollars (* U.S.) upon execution of this Agreement; an additional * Dollars (* U.S.) by September 15, 1999; an additional * Dollars (* U.S.) by December 15, 1999; and an additional * Dollars (* U.S.) by April 15, 2000; and (ii) An additional * Dollars (* U.S.) by July 15, 2000; an additional * Dollars (* U.S.) by September 15, 2000; an additional * Dollars (* U.S.) by December 15, 2000; and an additional * Dollars (* U.S.) by April 15, 2001 (e) The Guaranteed Minimum Royalty payments shall be paid by the Licensee as specified above, whether or not the Licensee uses the rights licensed hereunder, and no part of such guaranteed payments shall be repayable to Rule 24b-2 of the Securities Exchange Act of 1934, Licensee except as amended. Royalty Term for such Product and country shall not be included in the Net Sales for the purpose of calculating royalty payments or milestone paymentsspecifically recited herein. (cf) If Buyer owes royalties or milestone Royalty payments to a third party based on Net Sales (as adjusted in accordance herewith) made during any year of this Agreement shall be credited against the Guaranteed Minimum Royalty due for a license of third party Intellectual Property necessary (the year in Buyer’s reasonable discretion) to make, use, offer to sell, sell or import a particular Product which such sales were made. In no event shall any Royalties received in a particular country (other than pursuant to any Assigned Agreement), then Buyer may deduct, from royalties due and payable by Buyer to Seller with respect to sales of such Product in such country, an amount equal to [*] excess of the royalties Guaranteed Minimum Royalty for the year in which such Net Sales were made be used as a credit against past or milestone payments paid by Buyer to future Royalty obligations of the Licensee nor shall any such third party on account of sales of such Product in such country; provided, however, that (i) third party milestone payments will excess be deductible (as described herein) applied against the royalties due to Seller only if the third party license agreement under which such milestone payment is made [*] and [*], and (ii) [*]Guaranteed Minimum Royalty for any other year of this Agreement. (d) Within [*] business days after each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Product is made anywhere in the world, Buyer shall provide Seller with a non-binding estimate of the Net Sales of all Products sold during such calendar quarter. Within [*] days after each calendar quarter, Buyer shall provide Seller with a report that contains the following information: (i) the amount of gross sales of each Product in such calendar quarter, on a country-by-country basis, (ii) an itemized calculation of Net Sales of each Product for such calendar quarter, showing separately each type of deduction provided for in the definition of “Net Sales,” (iii) the calculation of the royalty payment due on the Net Sales for such calendar quarter, and (iv) the exchange rate for such country, calculated in accordance with Section 2.3.6. Concurrent with the delivery of the applicable quarterly report, Buyer shall pay Seller all royalty payments due for such calendar quarter.