Royalty Payments Sample Clauses

Royalty Payments. 6.1 During the TERM of this Agreement, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant t...

Royalty Payments. (1) Royalties shall accrue when Licensed Products are invoiced, or if not invoiced, when delivered to a third party or Affiliate. (2) LICENSEE shall pay earned royalties quarterly on or before February 28, May 31, August 31 and November 30 of each calendar year. Each such payment shall be for earned royalties accrued within LICENSEE’s most recently completed calendar quarter. (3) Royalties earned on sales occurring or under sublicense granted pursuant to this Agreement in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income, except that all payments made by LICENSEE in fulfillment of UNIVERSITY’s tax liability in any particular country may be credited against earned royalties or fees due UNIVERSITY for that country. LICENSEE shall pay all bank charges resulting from the transfer of such royalty payments. (4) If at any time legal restrictions prevent the prompt remittance of part or all royalties by LICENSEE with respect to any country where a Licensed Product is sold or a sublicense is granted pursuant to this Agreement, LICENSEE shall convert the amount owed to UNIVERSITY into US currency and shall pay UNIVERSITY directly from its US sources of fund for as long as the legal restrictions apply. (5) LICENSEE shall not collect royalties from, or cause to be paid on Licensed Products sold to the account of the US Government or any agency thereof as provided for in the license to the US Government. (6) In the event that any patent or patent claim within Patent Rights is held invalid in a final decision by a patent office from which no appeal or additional patent prosecution has been or can be taken, or by a court of competent jurisdiction and last resort and from which no appeal has or can be taken, all obligation to pay royalties based solely on that patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision. LICENSEE shall not, however, be relieved from paying any royalties that accrued before the date of such final decision, that are based on another patent or claim not involved in such final decision, or that are based on the use of Technology.

Royalty Payments. Royalties accruing to Pfizer will be paid to Pfizer quarterly within forty-five (45) days after the end of each Agreement Quarter. Licensee will make all payments under this Agreement by wire transfer to an account of Pfizer designated by written notice from Pfizer. All royalties due to Pfizer will be payable in United States dollars. When Licensed Products are sold for monies other than United States dollars, the earned royalties will first be determined in the foreign currency of the country in which the sale was made and then converted into equivalent United States funds. The exchange rate will be that rate quoted in The Wall Street Journal on the last Business Day of the reporting period. Licensee shall bear the expense of any bank charges or any other transaction costs incurred in connection with payment under this Section 7 and will effect payment of such amount that will result in Pfizer receiving the full amount calculated for any payment with no deduction of any type. Each royalty payment shall be accompanied by a statement setting forth the elements and calculation of the royalty amount in the format specified by Pfizer. For clarity, any sale of Compound, Product and/or Licensed Product between Licensee and other MPP Licensee(s) other than for end use by such other MPP Licensee(s) shall be exempt from any royalty payment.

Royalty Payments. (a) Royalties earned hereunder will be accrued quarterly and paid in United States dollars within sixty (60) days following the last day of January, April, July and October, in accordance with Publisher’s accounting practices. Publisher shall have the right to establish reasonable reserves for returns and defective products in accordance with Publisher’s business practices. All unused reserves shall be liquidated one year following the quarter that the reserve was taken. Publisher shall recoup any Advance paid in accordance with Section 4, above from royalties payable to Developer. (b) Each Royalty payment hereunder shall be accompanied by a statement in United States dollars, in accordance with Publisher’s regular accounting practices. Royalty statements shall include, without limitation, the number of units sold and paid for, Net Revenues resulting from such sales, Cost of Goods Sold and a listing of all deductions and offsets from royalties, whether due to recoupment or otherwise. Each statement shall become binding on Developer and Developer shall not have or make any claim against Publisher with respect to such statement, unless Developer shall advise Publisher in writing of the specific basis of such claim within six (6) months after the date that Publisher renders such statement. (c) Publisher agrees that Developer may, not more than once during any calendar year, audit its books and records for the purpose of determining the accuracy of Publisher’s statements. If Developer wishes to perform any such audit, it will be required to notify Publisher in writing at least five (5) business days before the date it plans to begin it. All audits shall be made during regular business hours, and shall be conducted on Developer’s behalf by a certified independent public accountant. Developer shall not be entitled to examine any records which do not specifically report sales of the Product. Each examination shall be made at Developer’s sole cost and expense at Publisher’s regular place of business in the United States where the books and records are maintained. If Developer establishes as a result of an audit conducted by Developer that there is an underpayment in the royalty payments due to Developer of ten percent (10%) or more for the period covered by the audit, then Publisher shall pay to Developer, upon settlement of the audit, Developer’s reasonable auditor’s fees actually paid together with the underpayment. (d) In the event Publisher fails to make payme...

Royalty Payments. All payments of royalty fees shall be computed by the Licensees on a monthly basis, and shall be due and payable by wire transfer to a bank account designated by Shengqu by the 30th day of the month after the month in which Shengqu confirms the royalty statement under Clause 3.3.

Royalty Payments. (a) For a period of *** ( *** ) years commencing on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in the Territory. Within *** ( *** ) days after the end of each calendar quarter, AbbVie shall deliver a report to Kadmon specifying the Net Sales of Product in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked. (b) AbbVie shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, *** *** and *** , on a country-by-country basis, within *** ( *** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on a country-by-co...

Royalty Payments. Licensee agrees to pay and shall pay to TSRI with each Royalty Report the amount of royalty and/or Sublicense Payments due with respect to such quarter. If multiple technologies are covered by the licenses granted hereunder, Licensee shall specify which Licensed Patent Rights and Licensed Biological Materials are utilized for each Licensed Product or Licensed Process included in the Royalty Report. All payments due hereunder shall be deemed received when funds are credited to TSRI’s bank account and shall be payable by check or wire transfer in United States Dollars.

Royalty Payments. Royalties under this Agreement shall be paid within ninety (90) days in the case of no sublicense, and one hundred twenty (120) days, in the case of royalties received from a sublicensee, following the last day of the Calendar Quarter in which the royalties and other amounts accrue. The last such payment shall be made within ninety (90) days after termination of this Agreement. Payments shall be deemed paid as of the day on which they are received by Licensor in the manner designated by Section 3.4. Licensor and Licensee agree to negotiate in good faith any future implication on royalties caused by withholding taxes.

Royalty Payments. 3.1.1. In partial consideration for the rights and licenses granted pursuant to Section 2.1 (Grant of Rights), Licensee shall pay to Licensor royalties equal to five percent (5%) of the Net Sales of any Licensed Products in a Quarter.

Royalty Payments. Licensee shall have the option of paying the above royalties in US Dollars, Japanese Yen or Euros, according to the terms of this Section. By designating the appropriate box below, Licensee may choose to pay royalties on either a "Worldwide" or "Regional" basis. Such designation shall be binding throughout the Term of this Agreement for all of Licensee's Software Titles. If Licensee elects to pay on a Worldwide basis, it shall pay royalties in US Dollars regardless of where the Finished Product Units are distributed or manufactured. If Licensee elects to pay on a Regional basis, it shall pay royalties in US Dollars, Japanese Yen or Euros in accordance with the table set forth in Section 7.1 but subject to the rest of this Section 7.2. 7.2.1 If the Authorized Replicator manufacturing the Finished Product Units is located in Japan, Singapore, Malaysia or Taiwan, Licensee shall pay its royalty denominated in Japanese Yen for such Finished Product Units. 7.2.2 If the Authorized Replicator manufacturing the Finished Product Units is located within Europe, Licensee shall pay its royalty denominated in Euros for such Finished Product Units. 7.2.3 If the Authorized Replicator manufacturing the Finished Product Units is located in any other country or region of the world, Licensee shall pay its royalty denominated in US Dollars for such Finished Product Units. 7.2.4 Notwithstanding the foregoing, in the event the conversion ratio for either Yen or Euros to Dollars, as described by the Reuters news service as set forth on "Xxxxxxx.xxx" (as of 4:00 p.m. London, England time), falls outside the foreign exchange trading range as set forth in the chart below, for a period of time greater than [*] , Microsoft may then readjust the royalty amounts set forth in Section 7.1 for that currency. Such readjustments shall be made in Microsoft's good faith discretion according to its normal practices. Yen [*] [*] Euros [*] [*] Worldwide (initials) Regional /s/DN (initials)