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Common use of Royalty Clause in Contracts

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.

Appears in 2 contracts

Samples: License Agreement (Orapharma Inc), License Agreement (Orapharma Inc)

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Royalty. Subject to any advance or credit provided for under this Commencing June 1, 2002 and thereafter, Purchaser ------- Agreement, LICENSEE shall pay to LICENSOR, on a quarterly basis, as set forth in paragraph 4.1 below, Seller a royalty which shall be based upon products sold (the "Royalty") on the production and sale of any and all coal underlying (x) all real property owned by LICENSEE or its Affiliates or sublicensees for use in the practice any Subsidiary as of the Delivery Licensed Method and- Closing Date, if LICENSEE exercises its option under paragraph 2.2whether such real property is owned in fee simple or otherwise (all such land, the Barrier Licensed Method"Fee Land", and all coal underlying the manufactureFee Land, sale the "Fee Coal"), and (y) all real property held under lease or use sublease by any Subsidiary - as of which the Closing Date, together with any and all renewals, extensions, replacements or modifications (prior to the expiration or termination of such lease or sublease) of such leases after the Closing Date by any Subsidiary (or assignee or successor thereof) for any reason whatsoever (all such leases, the "Leases", and all coal underlying such leases, the "Leased Coal"; the Fee Coal and the Leased Coal, together with the Coal Components, are collectively referred to herein as the "Coal Reserves"). (i) With respect to the Leases, the Royalty payable hereunder is not intended to and shall be not apply to any subsequent leasehold estate acquired by a Subsidiary (or assignee or successor thereof) in any Leased Coal covered by a validLease, enforceable and unexpired claim of an issued Patent after the expiration or termination of the jurisdiction where sold (hereinaftercurrent leasehold estate created by said Lease. Notwithstanding the preceding sentence, the "Licensed Product"). The royalty Purchaser and the Subsidiaries will not take any action nor permit any omission with the intent of allowing the early expiration or termination of the current leasehold estate in any Leased Coal on all or a portion of a Lease, and thereafter acquiring a subsequent leasehold estate in some or all of said Leased Coal, in an effort to eliminate or avoid the obligations to pay Seller the Royalty. (ii) In addition to the Royalty payable with respect to each Licensed Product sold within jurisdictions where a validthe Fee Coal and Leased Coal, enforceable the Royalty payable hereunder is intended to and unexpired claim of an issued Patent continues shall apply to exist shall be [the confidential material contained herein has been omitted and has been separately filed any gases mixed with the Commission.] Upon expiration of the Licensed PatentFee Coal and Leased Coal, LICENSEE shall pay for a period of [the confidential material contained herein has been omitted and has been separately filed together with the Commission] all gas, solid or liquid components derived from the expiration of Fee Coal and Leased Coal (all such gases and components are referred to herein collectively as the Licensed Patent a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission"Coal Components").] 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.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Cyprus Amax Minerals Co), Stock Purchase and Sale Agreement (Princess Beverly Coal Holding Co Inc)

Royalty. Subject In addition to any advance or credit provided for under this ------- the Up-Front Cash Purchase Price paid to BMS by Galen pursuant to (and as defined in) the Asset Purchase Agreement, LICENSEE Gxxxx shall pay to LICENSORBMS from the Closing Date through and including Dexxxxxr 31, 2007 (the "Royalty Term") a non-creditable and non-refundable earned royalty at the rate determined pursuant to Article 2 (the "Royalty Payments") on a quarterly basis, as set forth in paragraph 4.1 below, a royalty which Net Sales of the Product during the Royalty Term. The Royalty Payments shall be based upon products sold made directly by LICENSEE Galen to BMS. Galen's obligation to make the Royalty Payments shall bx xxxonditional and irrevocable and shall not be subject to offset or its Affiliates or sublicensees credit. Galen may arrange for use any licensee of the Product who is entitled to xxxx sales in the practice of Territory to make the Delivery Licensed Method andRoyalty Payments to BMS directly; provided, if LICENSEE exercises its option under paragraph 2.2, the Barrier Licensed Method, that Galen shall remain jointly 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 severally responsible 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 licensex xxx the payment of only one royaltyany Royalty Payments. Galen represents and warrants that, under its agreements with LEO, Gaxxx xill be entitled to book sales of the Product from and aftxx xxx Xxxsing. Galen covenants and agrees that no termination, waiver, modification, xxxxase or amendments of, to or from its agreements with LEO will be made voluntarily by Galen from and after the Effective Daxx without the prior written conxxxx of BMS (which consent shall not be unreasonably withheld) if such change would adversely affect Galen's ability to book sales of the EXECUTION COPY Product; provided that the foregoing consent obligation shall not apply to termination by Galen of an agreement for a material breach by LEO.

Appears in 1 contract

Samples: Option Agreement (Galen Holdings PLC)

Royalty. Subject to any advance or credit provided for under this ------- Agreement, LICENSEE Lessee shall pay to LICENSORLessor as royalty during the full term of this Lease compensations as follows: (a) As to ***, on a quarterly basis, as set forth in paragraph 4.1 below, a royalty which Lessee shall pay to Lessor *** received by Lessee. The said payment shall be based upon products sold by LICENSEE or deemed to embrace a payment of *** and *** as payment for the said non-exclusive license, for surface land use and for Lessee's agreement to make available to Lessor subject to License Agreement 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, continuing knowledge 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 experience with respect to each Licensed Product sold within jurisdictions where a validthe *** and the right to utilize new developments or improvements thereof on the leased land; (b) ***, enforceable and unexpired claim of an issued Patent continues Lessee shall pay to exist Lessor *** received by Lessee. The said payment shall be [deemed to embrace a payment of *** as payment for the confidential said non-exclusive license, for surface land use and for Lessor's agreement to make available to Lessee subject to License Agreement its continuing knowledge and experience with respect to the *** and the right to utilize new developments or improvements thereof on the leased land; (c) The payment by Lessee to Lessor of the total compensations provided for in subparagraphs (a) and (b) hereof, when due, for the full term of this Lease is a condition to the continuation of Lessee's rights under this Lease and its right to use or occupy the leased land or any part thereof. In the event Lessee Shall *** Confidential material contained herein has been omitted redacted and has been filed separately filed with the Commission.] Upon . default under any covenant or condition of this Lease and fail to remedy such default or to commence in good faith remedy such default, if such default cannot be remedied within the notice period, Lessor shall have the right, upon expiration of the Licensed Patentsixty (60) days written notice of default, LICENSEE to terminate this Lease and all of Lessee's rights hereunder. The term ***. Lessee shall pay to Lessor royalty on the last day of each month for a period of [accrued royalties for the confidential material contained herein has been omitted and has been separately filed with preceding calendar month. If the Commission] geothermal resources produced from the expiration leased land are insufficient for operation of Lessee's plant or plants at a ***, at the Licensed Patent a request of Lessee, Lessor may supply geothermal resources from other land and the ***% royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] This reduced rate shall apply to ***. If Lessor is unable to provide sufficient geothermal resources, Lessee may secure geothermal resources from other lands without paying royalty is in consideration for the ongoing contributions of LICENSOR to LICENSEE as further provided in this Agreement. Royalties will be based Lessor on the Net Invoice Price resulting from geothermal resources so secured. Lessee shall have the right to *** and to pay Lessor's royalty ***. Lessee shall not be required to pay royalty on 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.

Appears in 1 contract

Samples: Geothermal Lease (Ormat Technologies, Inc.)

Royalty. Subject to any advance or credit provided for under this ------- Agreement, LICENSEE Licensee shall pay to LICENSORLicensor an earned royalty of [***] on Net Sales of Licensed Product, on a quarterly Licensed Product-by-Licensed Product and country-by-country basis, as set forth where there is at least one Valid Claim of a Licensed Patent Covering such Licensed Product in paragraph 4.1 below, a such country at the time of first marketing approval. Such royalty which shall be based upon products sold by LICENSEE continue until the longer of: (a) expiry or its Affiliates or sublicensees for use in the practice end 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 last Valid Claim within 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 that Covers a Licensed Product in such country, or (b) ten (10) years from the first marketing approval; provided that the royalty shall be reduced by [***] if payable under this clause (b) after the last Valid Claim CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. expires or ends during such ten (10) year period. For clarity, no royalty shall be owed on any Licensed Product not Covered by a Valid Claim under a Licensed Patent at the time of first marketing approval in the country in question, and further, under no circumstances shall any royalty be owed (during the term of this Agreement or thereafter) if all the Valid Claim(s) that Cover a Licensed Product in a country are held not valid, unenforceable or otherwise unpatentable. For clarity, in such event, royalties already paid by Licensee shall not be refunded by Licensor. Only one (1) royalty shall be payable on a Licensed Product, regardless of the number of Valid Claims or the manufacture, sale or use thereof is covered by more than one Patent or claim number of patent applications and patents within the PatentsLicensed Patents under which such Licensed Product has been Made, LICENSEE shall be responsible for the payment of only one royaltyUsed or Sold.

Appears in 1 contract

Samples: License Agreement (Bluebird Bio, Inc.)

Royalty. Subject to any advance or credit provided (a) As partial consideration for the license granted under this ------- AgreementSection 2(a), LICENSEE shall agrees to pay [*] to LICENSORbe paid upon completion of the following milestones, on a quarterly basis, in installments as set forth in paragraph 4.1 belowfollows: (i) Upon signing of Memo of Understanding, a royalty copy of which is attached hereto as Exhibit 4 and made a part hereof - [*] cash already received; (ii) Upon signing of this Agreement - [*]; (iii) Upon information transfer - [*] which shall be based upon products sold by paid in twelve (12) monthly installments beginning on the date that the DELIVERABLES are transferred to LICENSEE or its Affiliates or sublicensees for use in with [*] interest being charged on the practice of the Delivery Licensed Method unpaid balance; and, if LICENSEE exercises its option under paragraph 2.2, the Barrier Licensed Method, and the manufacture, sale or use of (iv) Upon FIRST PROJECT PROTOTYPE ACCEPTANCE - [*] which shall be covered by a valid, enforceable and unexpired claim paid in nine (9) monthly installments beginning on the date of an issued Patent LICENSEE'S acceptance of the jurisdiction where sold FIRST PROJECT PROTOTYPE pursuant to Section 7(e) below, with [*] interest being charged on the unpaid balance. (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 b) As partial consideration for the ongoing contributions of rights granted to it hereunder, LICENSEE agrees to pay LICENSOR to LICENSEE as further provided in this Agreement. Royalties will be based a ROYALTY on the Net Invoice Price resulting from any sale of Licensed Products to third parties PRODUCTS leased, sold or otherwise distributed by LICENSEE or any of its Affiliates or sublicensees (and not sales among LICENSEESUBLICENSEES. The ROYALTY rate for each PRODUCT shall be determined based upon what kind of DEVICE such PRODUCT is, its Affiliates or sublicensees, except as otherwise provided in determined according to the following sentence). LICENSEE shall pay a royalty of [the confidential material contained herein Table set forth below: * Certain information on this page has been omitted and has been filed separately filed with the Commission.. Confidential Treatment has been requested with respect to the omitted portions. Product Type Rate Per Product -------------- ---------------- Transmitter [*] In those countries where Receiver [*] Transceiver [*] The parties will agree to negotiate corresponding ROYALTY rates for ADDITIONAL DEVICES having significantly different functionality from the LICENSOR has a patentthree product types recorded in the above Table. For any such ADDITIONAL DEVICE, the royalty parties agree that they shall agree on such new ROYALTY rate prior to commencement of LICENSEE funded development of such a new ADDITIONAL DEVICE. Notwithstanding the foregoing, no ROYALTY shall be due on PRODUCTS provided to others as samples or demonstration units, used for Product development purposes, or returned to LICENSEE or its SUBLICENSEES for refund. ROYALTIES paid on PRODUCTS returned for refund shall be creditable against future ROYALTIES. (c) Additionally, the ROYALTY due on each DEVICE, ADDITIONAL DEVICE or NEXT GENERATION DEVICE which incorporates IMPROVEMENTS contributed by LICENSOR may be increased as set forth below. The increase in the ROYALTY due on such improved DEVICES shall be calculated at [*] of the estimated amount by which the then prevailing total manufactured cost for a 100,000 quantity batch of a given DEVICE (adjusted for any change such as transferring any functionality from the DEVICE and the inclusion of that functionality elsewhere separate from the DEVICE) is, as a result of IMPROVEMENTS contributed by LICENSOR, less than the total manufactured cost for a 100,000 quantity batch of the given DEVICE prior to the implementation of ADDITIONAL DEVICES or IMPROVEMENTS contributed by LICENSOR. This ROYALTY will be [computed annually at the confidential material contained herein close of business on the last day of each calendar year and be due and payable on or before March 31 following the end of the calendar year. To ensure that the original estimations on which these additional ROYALTY payments are based were correct, the ROYALTY rate shall be adjusted based upon the actual manufacturing costs incurred by LICENSEE during the manufacture of the first 100,000 units. Any additional payments or refunds to ROYALTIES paid on such first 100,000 units based upon the adjustment in ROYALTY payments shall be promptly paid by LICENSEE or may be credited against future ROYALTIES to be paid by LICENSEE to LICENSOR, as appropriate; provided that in the event a * Certain information on this page has been omitted and has been filed separately filed with the Commission.] Notwithstanding anything . Confidential Treatment has been requested with respect to the contrary contained herein if a Licensed Product or omitted portions. credit is obtained, the manufacture, sale or use thereof is covered by more than amount creditable against any one Patent or claim within ROYALTY payment shall not exceed [*] of such ROYALTY payment. (d) In return for the Patentsexclusive rights granted, LICENSEE shall commit to make annual minimum ROYALTY payments to LICENSOR in the amount of [*] for the calendar year 1994, [*] for the calendar year 1995 and [*] for each calendar year thereafter. Should LICENSEE fail to make said minimum ROYALTY payments, LICENSOR shall serve written notice on LICENSEE that the minimum payment for the particular year has not been made, and if LICENSEE does not cure such deficiency within thirty (30) days of receipt of notice, the license granted hereunder shall become a non-exclusive license. (e) ROYALTY payments are due in full for all PRODUCTS shipped in a quarter within forty five (45) days after the end of such quarter. (f) In the event that no PATENT RIGHTS exist in a given country relative to a DEVICE sold in that country, and any product which would infringe such PATENT RIGHTS had such PATENT RIGHTS existed in said country is offered for sale in the UDS Market by any entity other than LICENSEE or a SUBLICENSEE, or should, through no fault of LICENSEE OR SUBLICENSEE, the CONFIDENTIAL INFORMATION relative to a DEVICE sold in a particular country where no PATENT RIGHTS exist relative to said DEVICE become available to and deployed by third parties participating in the UDS Market in that particular country, then LICENSOR and LICENSEE agree to review and consider a downward adjustment to the amount of ROYALTIES payable by LICENSEE to LICENSOR with respect to that said PRODUCT in that country. (g) PRODUCT is deemed sold or leased at the time of first invoicing or, if not, invoiced, at the time of first shipment, delivery, or other transfer to a party other than LICENSEE, or when first actually put into use, including use by LICENSEE, whichever occurs first, excluding internal use by LICENSEE. For purposes of determining ROYALTIES, a lease shall be responsible for deemed a sale. (h) During the term of this Agreement, LICENSEE shall deliver to LICENSOR, within forty-five (45) days after the end of each calendar quarter, a royalty report indicating the number of * Certain information on this page has been omitted and filed separately with the Commission. Confidential Treatment has been requested with respect to the omitted portions. PRODUCTS, sold in the preceding calendar quarter and the computation of the ROYALTY due and payable. Each royalty report shall be accompanied by the payment of the corresponding ROYALTIES due LICENSOR, less any taxes or other charges withheld. (i) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual prime rate (as quoted by Citibank, N.A., New York, U.S.A.), plus two (2) percentage points during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum. (j) LICENSEE shall keep full and true books of account and other records in sufficient detail so that the ROYALTIES payable to LICENSOR hereunder can be properly ascertained. LICENSEE agrees, on the request of LICENSOR no more frequently than two times per year, and at LICENSOR'S expense, to permit an independent certified public accountant, selected by LICENSOR and to whom LICENSEE has no reasonable objection, to have access to such books and records as may be necessary to determine, in respect of any accounting period ending not more than three (3) years prior to the date of such request, the correctness of any report or payment under this Agreement, or to obtain information as to the amounts payable in the case of failure of LICENSEE to report. Any such accountant entitled hereunder to examine the books of LICENSEE shall be entitled to make such examination at LICENSEE'S business premises during reasonable business hours and shall be entitled to disclose only one royaltythe amount of discrepancy, if any, due LICENSOR. LICENSOR shall promptly furnish a copy of such accountant's calculations to LICENSEE, and unless LICENSOR shall receive from LICENSEE a written objection within thirty (30) days thereafter, with respect to the calculations of such accountant, the report of such accountant as to the correctness of any report or amounts payable hereunder shall be conclusive and binding upon the parties hereto for all the purposes of this Agreement. In the event of a discrepancy of three (3) percent or less underpayment is found, the fees, costs and expenses by the accountant shall be borne by LICENSOR; otherwise, the costs shall be borne by LICENSEE. Lastly, if a discrepancy is discovered that is in LICENSEE'S favor, i.e., the LICENSEE overpaid ROYALTIES payable to LICENSOR hereunder, such excess amounts shall be repaid by LICENSOR to LICENSEE. LICENSEE, however, will not be entitled to a "late payment charge" or interest on this amount.

Appears in 1 contract

Samples: Licensing Agreement (Cellnet Data Systems Inc)

Royalty. Subject to any advance or credit provided for under this ------- Agreement, LICENSEE Xxxxx shall pay to LICENSOR, on a quarterly basisOwner royalty out of the proceeds received by Xxxxx from the sale of electricity generated from geothermal resources underlying the RO Ranch, as set forth in paragraph 4.1 belowfollows: If Xxxxx generates electric power from any geothermal resources or otherwise converts any geothermal resources into electric power from the RO Ranch and sells any of said electric power, a royalty of one quarter of one percent (.25%) for the first two years beginning with the first date of sale of electrical production and ONE percent (1.0%) for the next three years and ONE AND THREE QUARTER percent (1.75%) thereafter of the gross proceeds of the sale of said electric power; less (a) any sales, excise or other taxes imposed on the sale of any said electric power so sold or which are required to be included in or added to the sales price thereof or paid by the seller; and (b) any cost to Xxxxx of any transmission to the point of sale of any of said electric power so sold, if sold off the RO Ranch or the Unit Area, as the case may be; (c) assuming Xxxxx does not use electricity generated from the geothermal plant for such requirements, the reasonable and standard cost of any electricity purchased by Xxxxx from unaffiliated third parties to operate the geothermal well field pumps or serve other parasitic loads of the geothermal gathering field or the generating plant. Xxxxx may use, free of royalty, Substances, Geothermal Resources, and electric power developed from the Lands for all operations hereunder, and Xxxxx shall not be based upon products sold by LICENSEE required to account to Owner for or its Affiliates pay royalty on any Substances and Geothermal Resources reasonably lost or sublicensees for use consumed in operations hereunder. For purposes of this Agreement, “Substances” and “Geothermal Resources” shall have the same meanings as defined in the practice Truckee Geothermal Lease. Subject to the limitations in this paragraph (below), Xxxxx shall pay Owner, on or before the last day of each and every calendar month, the royalties accrued and payable for the preceding calendar month (“Payment Date”). Concurrently with making each such royalty payment, Xxxxx shall deliver to Owner a statement setting forth the basis for the determination 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 royalty then paid by a valid, enforceable and unexpired claim of an issued Patent of the jurisdiction where sold (hereinafter, the "Licensed Product")Xxxxx. 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 contrary, Owner agrees that the manufacture, sale or use thereof is covered by more than one Patent or claim within the Patents, LICENSEE Payment Date shall be responsible for adjusted to coincide with billing procedures set forth in a power purchase agreement. Owner acknowledges that the payment billing procedures of only one royaltysuch a power purchase agreement may be monthly, bi-monthly, quarterly, or based upon some other calculation of time which will govern the date in which royalties are due, and supersede any other such requirement, and shall be paid to Owner. The royalty payments shall run with the land and future owners of the Lands, and shall not be separately assigned by Owner to a third party with no interest in the surface estate of the Lands, without the prior written consent of Xxxxx.

Appears in 1 contract

Samples: Surface Access and Use Agreement (Raser Technologies Inc)

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Royalty. Subject to any advance or credit provided for under this ------- Agreement, LICENSEE shall 3.1 WGL will pay to LICENSORthe Royalty Holder, on a quarterly basis, as set forth in paragraph 4.1 belowits successors and assigns forever, a royalty which interest in the Mining Lease and Area of Interest in all gold in, under and extracted from the Area of Interest by or on behalf of WGL (or any subsequent owner of the Mining Lease) or any other Person (the "GOLD ROYALTY") provided that the aggregate Gold Royalty shall be based upon products sold by LICENSEE limited to $38 million. 3.2 WGL agrees to execute and deliver, at WGL's cost and expense, all other and further instruments, certificates, agreements and other documents necessary or its Affiliates desirable to further evidence or sublicensees for use in document the practice creation of the Delivery Licensed Method andGold Royalty, if LICENSEE exercises its option under paragraph 2.2, the Barrier Licensed Method, including all filings and the manufacture, sale or use registrations 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 every kind with the CommissionDepartment and other Governmental Agencies.] Upon expiration of 3.3 WGL hereby agrees to pay the Licensed Patent, LICENSEE shall pay for a period of [the confidential material contained herein has been omitted and has been separately filed Gold Royalty in accordance with the Commission] from the expiration terms 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 WGL will make quarterly payments of the Gold Royalty to the Royalty Holder in arrears on each Cash Sweep Date and provide written details of the amount of any such payments to the Royalty Holder at the same time such payment is made. The Gold Royalty for any period shall be based on calculated by multiplying the Net Invoice Price resulting numbers of Ounces of Gold produced and shipped from the Mine from the Area of Interest during such period by the applicable Royalty Rate set out in Schedule 1 (such Royalty Rate to be calculated as at the last Business Day of such period); provided that WGL may not hold more than the higher of: (a) two weeks average production; or (b) 5,000 ounces, of dore at the Mine without shipping such ounces of dore. 3.4 Without prejudice to any sale provision 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 patentother Finance Document, 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 Royalty Holder shall never personally be responsible for the payment of only one royaltyany part of the costs, expenses or other liabilities related to the Area of Interest including, but not limited to, liabilities incurred by anyone in developing, exploring, equipping, operating and abandoning the Area of Interest, after the Effective Date, and WGL hereby agrees to indemnify and save the Royalty Holder harmless from and against any and all such responsibility and liability. Nothing herein shall ever be construed to create a partnership, joint venture, mining partnership or association between WGL and the Royalty Holder. 3.5 WGL shall within seven days after each Cash Sweep Date give to the Royalty Holder a notice detailing the calculation and the amount of the Gold Royalty for the particular quarter. The Royalty Holder shall have the right to appoint a person or persons to audit WGL's books and records, and to examine and inspect the Mine and to observe any and all Mining Operations at any time and from time to time. 3.6 No later than March 31 in each year, WGL shall provide to the Royalty Holder a certificate from its auditors confirming the amount of Ounces so produced during that financial year and the quarterly statements shall, if necessary, be adjusted accordingly and any adjusting payment shall be made on the date such auditor's certificate is delivered, together with interest from the date such payment should have been made until such payment is actually received, at the Default Rate. 3.7 All books, accounts and records used by WGL to calculate the Gold Royalty shall be kept in accordance with GAAP. 3.8 As soon as reasonably possible (but in all events not more than 30 days) after the close of each calendar quarter, WGL shall furnish to the Royalty Holder a detailed reconciliation statement of the Proven and Probable Reserves as of the close of business on the last day of the preceding calendar quarter.

Appears in 1 contract

Samples: Royalty Agreement (Golden Star Resources LTD)

Royalty. Subject In further consideration for the licenses granted to any advance or credit provided for CYBX under this ------- AgreementArticle 3, LICENSEE CYBX shall pay FHS (i) earned royalties of *** of Net Sales by CYBX and its Affiliates, (ii) earned royalties of *** of Net Sales by Sublicensees and (iii) royalties equal to LICENSOR*** of all amounts, on a quarterly basispayments and other tangible consideration received by CYBX from Sublicensees, as set forth in paragraph 4.1 belowother than ongoing earned royalties from Net Sales by Sublicensees; provided that ongoing earned royalties does not include advances, a royalty which shall be based upon products sold by LICENSEE or prepayments, minimums and the like of ongoing earned royalties; provided further that to the extent FHS receives its Affiliates or sublicensees for use in the practice *** share of the Delivery Licensed Method andsuch advances, if LICENSEE exercises its option under paragraph 2.2prepayments, the Barrier Licensed Methodminimums, and the manufacturelike, sale or use if CYBX, because of the application of any credit with respect thereto, receives a reduced amount from a Sublicensee of earned royalties to which CYBX was otherwise entitled, then FHS shall be covered obligated to refund to CYBX FHS’s proportionate share of such reduction within thirty (30) days after CYBX has given notice and proof to FHS confirming CYBX having incurred such reduction and providing details regarding the calculation of any amounts owed by a validFHS to CYBX in connection therewith; and provided further that if CYBX is obligated to refund or otherwise return any portion of such amounts, enforceable payments or other tangible consideration to said Sublicensee, then FHS shall be required to pay to CYBX, within thirty (30) days after CYBX has given notice and unexpired claim proof to FHS confirming such refund or return and providing details regarding the calculation of any amounts owed by FHS to CYBX in connection therewith, an issued Patent amount equal to *** of the jurisdiction where sold (hereinafteramount refunded or returned by CYBX. 4.2.1 If any Licensed Product is subject to the payment by CYBX to FHS of more than one royalty under this Agreement and/or any other agreement between CYBX and FHS existing as of the Effective Date, CYBX shall only be required to pay to FHS the "highest single royalty applicable to that Licensed Product"). The royalty payable with respect to each . 4.2.2 If any Licensed Product made, used, or 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 CYBX or any of its Affiliates or sublicensees Sublicensees for which FHS is entitled to a royalty under this Article 4.2 is a Licensed Product pursuant to Article 2.18(iii) but not Article 2.18(i) or (and not sales among LICENSEEii) is made, used, or sold by CYBX or any of its Affiliates or sublicensees, except as otherwise provided Sublicensees at a time in a country in which a third party in the following sentence)same country is making, using or selling a product that does not infringe at least one Valid Claim of any Licensed Patent in that country, but which had it been made, used or sold in the United States, would infringe at least one Valid Claim of a Licensed Patent, then the royalty with respect to such Licensed Product shall be reduced to ***. 4.2.3 No earned royalties shall be payable on Net Sales in a particular country in conjunction with any Clinicals conducted prior to commercial marketing approval by the Regulatory Authority for that country. LICENSEE shall pay a royalty *** Portions of [the confidential material contained herein has this page have been omitted pursuant to a Confidential Treatment request and has been filed separately filed with the Commission.] In those countries where 4.2.4 CYBX shall make all payments under this Article 4.2 on a quarterly basis within thirty (30) days after the LICENSOR end of each Fiscal Quarter for royalties (i) earned as to Net Sales by CYBX and CYBX’s Affiliates during such Fiscal Quarter, (ii) earned as to Net Sales by Sublicensees during their respective fiscal quarters ending during such Fiscal Quarter, provided that in the case of any Sublicensee with respect to which CYBX has not received by the end of such Fiscal Quarter sufficient documentation or information to determine the amount to be paid by CYBX to FHS with respect to the Net Sales by such Sublicensee, then CYBX may extend the due date of payment of the amount due to FHS solely in regard to such Sublicensee to the earlier of (A) fifteen (15) days after the receipt by CYBX of such documentation or information or (B) seventy (70) days after the end of such Fiscal Quarter, or (iii) earned during such Fiscal Quarter pursuant to Article 4.2(iii). 4.2.5 If, after the end of a patentFiscal Year, the royalty will be [total amount of earned royalties paid or payable for the confidential material contained herein has been omitted and has been separately filed with Fiscal Year is less than the Commission.] Notwithstanding anything applicable Minimum Royalty for such Fiscal Year, if any, then in addition to the contrary contained herein earned royalties, if a Licensed Product or any, payable for the manufacturefourth Fiscal Quarter of such Fiscal Year, sale or use thereof is covered CYBX shall pay FHS, at the time the fourth Fiscal Quarter royalty would be due, the difference between the applicable Minimum Royalty and such total. 4.2.6 All License Fees paid by more CYBX pursuant to Article 4.1, all amounts paid by CYBX pursuant to Article 4.2.5 to meet its Minimum Royalty obligations, all amounts paid by CYBX pursuant to Article 7.5.4(ii) (other than one Patent or claim within the with respect to Exclusive Patents, LICENSEE ) and all amounts paid by CYBX pursuant to Article 8.1 shall be responsible credited against earned royalties (but not credited against any Minimum Royalty obligation) payable by CYBX to FHS pursuant to this Article 4.2 until the aggregate of all such credits have been exhausted; provided, however, that any such credits may only be credited against future earned royalties at the rate of up to *** of each Fiscal Quarter royalty payment, such that under no circumstance may the actual earned royalties paid for any Fiscal Quarter be less than *** of the payment earned royalties that would be payable for such Fiscal Quarter in the absence of any such credits; and further provided, however, that any credits arising pursuant to Article 8.1 shall be applied only one royaltyafter all other then-applicable credits pursuant to this Article 4.

Appears in 1 contract

Samples: License Agreement (Cyberonics Inc)

Royalty. Subject Lessee's sole obligation to any advance pay rent or credit provided for royalties under this ------- Agreementeach of the Three Leases shall be and hereby is limited to the obligations set forth below in paragraph 9 and to the following: (a) On or before the twenty-fifth (25th) day of each calendar month, LICENSEE Lessee shall pay to LICENSOR, on Lessor a quarterly basisproduction royalty in an amount equal to three and one-quarter percent (3 1/4%) of the Selling Price, as hereinafter defined, of all Leased Minerals (including gas) mined at any time from the Leased Premises and sold during the immediately preceding calendar month; provided, however, that the royalty shall be four percent (4%) of the Selling Price of all metallurgical and steam coal mined by strip-mining or auger-mining methods from (i) the Beckley seam of coal and (ii) the Welch or Raleigh seam of coal which is located between the Sewell sexx xxd the Beckley seam, under the Tams and MacAlpin Leases (xxx this higher royalty shall apply only to those coals in those seams under those leases and not other Leased Minerals mined in any fashion under any of the Three Leases). Sales by Lessee, of the type currently being made by Lessee, of refuse materials not sold or used for fuel, such as red dog, shall not be deemed sales of Leased Minerals under this paragraph. The term "Selling Price", whenever it appears herein, shall mean the aggregate gross price paid by each purchaser to Lessee (without deduction for commissions or costs of sale), provided that if the terms of any sales contract or arrangement between Lessee and any purchaser require the payment by such purchaser to Lessee (as a part of the purchase price) of amounts equal to any one or more of the charges set forth in paragraph 4.1 below, a royalty which there shall be based upon deducted (for the purpose of determining the Selling Price on which the percentage royalty is computed) from the gross price paid by such purchaser the sum of the following amounts: (i) the West Virginia retail sales tax; (ii) the amount of any federal, state or local tax, charge or fee on any Leased Minerals, or their mining, severance, production or sale, less the amount of such tax, charge or fee, if any, in effect on November l, 1975, (iii) the amount of any payments to any union or employee welfare, retirement or similar fund, less the amount of such payments, if any, which would have been payable (whether or not actually paid) had the requirements in effect for such products mined and sold November 1, 1975 been applicable and (iv) the amount of any payments required by LICENSEE law, collective bargaining agreement or its Affiliates labor contract to be paid into any fund now or sublicensees hereafter established for use the health of employees, or their safety or compensation for injury, damage or the like, less the amount of such payments, if any, required under the laws, collective bargaining agreements and labor contracts in force on November 1, 1975. Nothing in the practice foregoing provisions shall be construed to relieve Lessee of its obligation under the law or under any 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 Three Leases 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 Commissionpay any taxes.] 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.

Appears in 1 contract

Samples: Lease Agreement (International Coal Group, Inc.)

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