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Royalty to BMS Sample Clauses

Royalty to BMS. Unless this Agreement was terminated by Ambrx pursuant to Section 13.3 or 13.4 or by BMS under Section 13.2(b) (in which case no royalty shall be owed by Ambrx), Ambrx shall pay BMS a royalty equal to [***] of net sales of such Product in the applicable terminated country by Ambrx or Ambrx’s Affiliates, licensees or sublicensees, provided that such termination occurs any time after [***]. For purposes of this Section, “net sales” shall be calculated in the same manner Net Sales are defined for sales made by BMS, substituting “Ambrx, its Affiliates and (sub)licensees” for each reference to a Related Party in such Section, and the provisions of Article 8 of this Agreement shall apply to Ambrx (as royalty payor) and BMS (as royalty recipient) with respect to such royalties in the same manner as such provisions had applied to a Related Party (as royalty payor) and Ambrx (as royalty recipient).
Sample 1Sample 2See All (4)
Royalty to BMS. If this Agreement is terminated after BMS has received Regulatory Approval for, and launched, a Licensed Product in the United States or the EU, and unless BMS has terminated this Agreement for Safety Reasons, Alder shall pay BMS a royalty on Net Sales of such Licensed Product in each country during the Royalty Term in such country equal to six percent (6%) of the Net Sales of such Licensed Product by Alder or its Affiliates or its (sub)licensees. If this Agreement is terminated before BMS has received Regulatory Approval for, and launched, a Licensed Product in the United States or EU, but after the final report is prepared for a completed Phase 3 Clinical Trial for such Licensed Product and unless BMS has terminated this Agreement for Safety Reasons, Alder shall pay BMS a royalty on Net Sales of such Licensed Product in each country during the Royalty Term for the Licensed Product in such country equal to four percent (4%) of the Net Sales of such Licensed Product by Alder or its Affiliates or (sub)licensees; provided however, that no such royalty will be due if the Approval for such Licensed Product was not, in part, based upon data from such completed Phase 3 Clinical Trial. If this Agreement is terminated before BMS has prepared the final report for a completed Phase 3 Clinical Trial for a Licensed Product, but after BMS’ receipt of topline results from a Phase 2b Clinical Trial for such Licensed Product and unless BMS has terminated this Agreement for Safety Reasons, Alder shall pay BMS a royalty on Net Sales of such Licensed Product in each country during the Royalty Term for such Licensed Product in such country equal to two percent (2%) of the Net Sales of such Licensed Product by Alder or its Affiliates or (sub)licensees; provided however, that no such royalty will be due if the Approval for such Licensed Product was not, in part, based upon data from such Phase 2b Clinical Trial. The royalties set forth in this Section 13.5(e) shall be subject to the same terms as apply to BMS under Sections 8.6(d), 8.6(e), 8.6(f), and 8.8 through 8.17, mutatis mutandis. For clarity, this Section 13.5(e) shall apply to each country in a terminated Region with respect to Licensed Product for the Licensed Field.
Sample 1
Royalty to BMS. Unless this Agreement is terminated by uniQure pursuant to Sections 13.3, 13.4 or 17.8(c) or by BMS under Section 13.2(b) (in which case no royalty shall be owed by uniQure), uniQure shall pay BMS a royalty equal to [**] of net sales of such Product in the applicable terminated Major Markets by uniQure or uniQure’s Affiliates, licensees or sublicensees, provided however, that such termination occurs any time after [**]. For purposes of this Section, “net sales” shall be calculated in the same manner Net Sales are defined for sales made by BMS, substituting “uniQure, its Affiliates and (sub)licensees” for each reference to a Related Party in such Section, and the provisions of Article 8 of this Agreement shall apply to uniQure (as royalty payor) and BMS (as royalty recipient) with respect to such royalties in the same manner as such provisions had applied to a Related Party (as Net Sales Compensation payor) and uniQure (as Net Sales Compensation recipient).
Sample 1
Royalty to BMS. Unless this Agreement was terminated by Five Prime pursuant to Section 10.2(b) or by BMS under Section 10.2(a)(ii) (in which case no royalty shall be owed by Five Prime with respect to the Exempted Indication, but the royalty set forth in this Section 10.3(h) would be owed on the applicable Non-Exempted Indications that meet the requirements below), Five Prime shall pay BMS a royalty rate to be agreed by the Parties on net sales of Licensed Products in the applicable terminated Region by Five Prime or Five Prime’s Affiliates, licensees or sublicensees, as follows: Prior to the date *** after the Effective Date and prior to *** *** After the date *** after the Effective Date and prior to *** *** After *** but before *** *** After *** *** For purposes of this Section 10.3(h), “net sales” shall be calculated in the same manner Net Sales are defined for sales made by BMS, substituting “Five Prime, its Affiliates and (sub)licensees” for each reference to Seller in the definition of “Net Sales”, and the provisions of Article 7 of this Agreement shall apply to Five Prime (as royalty payor) and BMS (as royalty recipient) with respect to such royalties in the same manner as such provisions had applied to a Seller (as royalty payor) and Five Prime (as royalty recipient).
Sample 1
Royalty to BMS. If this Agreement is terminated after BMS has received Regulatory Approval for, and launched, a Cancer Product in the EU, and unless BMS has terminated this Agreement for Safety Reasons, Alder shall pay BMS a royalty on Net Sales of such Cancer Product in each country in the terminated Region during the Royalty Term in such country equal to four percent (4%) of the Net Sales of such Cancer Product by Alder or its Affiliates or its (sub)licensees. If this Agreement is terminated before BMS has received Regulatory Approval for, and launched, a Cancer Product in the EU, but after the final report is prepared for a completed a Phase 3 Clinical Trial for such Cancer Product and unless BMS has terminated this Agreement for Safety Reasons, Alder shall pay BMS a royalty on Net Sales of such Cancer Product in each country in the terminated Region during the Royalty Term for the Cancer Product in such country equal to two percent (2%) of the Net Sales of such Cancer Product by Alder or its Affiliates or (sub)licensees; provided however, that no such royalty will be due if such Cancer Product was not, in part, based upon data from such Phase 3 Clinical Trial. The royalties set forth in this Section 13.6(e) shall be subject to the same terms as apply to BMS under Sections 8.6(d), 8.6(e), 8.6(f), and 8.8 through 8.17, mutatis mutandis. For clarity, this Section 13.6(e) shall apply to each country in a terminated Region with respect to Cancer Product for the Cancer Field. For further clarity, this Section 13.6(e) shall not be interpreted as requiring Alder to make any payments to BMS with respect to Net Sales of Cancer Product in the United States by Alder or its Affiliates or sublicensees.
Sample 1
Royalty to BMS. If this Agreement is terminated after [***] for, and launched, a Cancer Product in the EU, and unless BMS has terminated this Agreement for Safety Reasons, Alder shall pay BMS a royalty on Net Sales of such Cancer Product in each country in the terminated Region during the Royalty Term in such country equal to [***] of the Net Sales of such Cancer Product by Alder or its Affiliates or its (sub)licensees. If this Agreement is terminated before [***] for, and launched, a Cancer Product in the EU, but after the [***] for such Cancer Product and unless BMS has terminated this Agreement for Safety Reasons, Alder shall pay BMS a royalty on Net Sales of such Cancer Product in each country in the terminated Region during the Royalty Term for the Cancer Product in such country equal to [***] of the Net Sales of such Cancer Product by Alder or its Affiliates or (sub)licensees; provided however, that no such royalty will be due if such Cancer Product was not, in part, based upon [***]. The royalties set forth in this Section 13.6(e) shall be subject to the same terms as apply to BMS under Sections 8.6(d), 8.6(e), 8.6(f), and 8.8 through 8.17, mutatis mutandis. For clarity, this Section 13.6(e) shall apply to each country in a terminated Region with respect to Cancer Product for the Cancer Field. For further clarity, this Section 13.6(e) shall not be interpreted as requiring Alder to make any payments to BMS with respect to Net Sales of Cancer Product in the United States by Alder or its Affiliates or sublicensees.
Sample 1

Related to Royalty to BMS

  • Sublicense Fees In partial consideration of the License and subject to Sections 3.7 and 3.8, Company will pay to Penn: (i) [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of sublicensing royalties actually received by Company and its Affiliates in consideration of sublicenses of the License for Licensed Products Sold by sublicensees for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Penn Patent Rights that is licensed to Company under the License, provided that, such amounts payable to Penn with respect to such sublicensing royalties for such Sales of such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales of such Licensed Products made by sublicensees (as such Net Sales definition is applied to sublicensees, and applying Section 3.8 to such sublicensees’ Net Sales); and (ii) [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all other sublicensing fees and payments and other consideration actually received by Company in consideration of sublicenses under the License granted by Company or its Affiliates, excluding for this clause (ii) (1) sublicensing royalties addressed by clause (i) above, (2) equity investments to the extent not in excess of fair market value made by sublicensees in Company or its Affiliates, (3) payments by sublicensees to Company or Affiliates for payment or reimbursement of patent prosecution, defense, enforcement and maintenance and/or other related expenses, and (4) payments by sublicensees to Company or its Affiliates for future research, development or commercialization activities (including pre-clinical or clinical studies) undertaken by or for Company or its Affiliates (including payments for FTEs), and further provided that if Company pays to Penn a milestone payment under Section 3.2 for achieving a milestone for which Company receives from a sublicensee a payment for achieving the same milestone subject to this Section 3.5(ii), then the amount of the Company’s payment to Penn under Section 3.2 shall be deducted from such sublicensee’s payment for purposes of this Section 3.5(ii) and shall not be subject to such [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) share.

  • License Fee The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.

  • License Fees If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

  • Royalty Licensee shall pay Licensor a royalty equal to the Royalty Rate times Net Sales.

  • 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.

  • Royalty Payment For all leased substances that are sold during a particular month, Lessee shall pay royalties to Lessor on or before the end of the next succeeding month. Royalty payments shall be accompanied by a verified statement, in a form approved by Lessor, stating the amount of leased substances sold, the gross proceeds accruing to Lessee, and any other information reasonably required by Lessor to verify production and disposition of the leased substances or leased substances products. Delinquent royalties may be subject to late fees and penalties in accordance with Lessor’s Rules.

  • Royalty Report The term “Royalty Report” shall have the meaning ascribed to such term as provided in Section 5.4.

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • 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 to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Most Referenced Clauses

Most Referenced Definitions