Technology Development Payments Sample Clauses

Technology Development Payments. In consideration of the technology transfer, engineering, research and development, and training services provided by Licensor hereunder pursuant to Article 5, all of which will be performed within the United States, Licensees will pay to Licensor the aggregate amount of [***] Dollars ($[***]) (Technology Development Payments) in the following installments and upon the initial occurrence of each of the following events: (a) [***] Dollars ($[***]) payable upon the Effective Date; (b) [***] Dollars ($[***]) payable upon receipt by the Licensees of the ▇▇▇▇▇▇▇▇ Engineering Documents; and (c) [***] Dollars ($[***]) payable upon the earlier of (i) completion of the Technical Meeting or (ii) 45 days after the Effective Date.

Technology Development Payments. In consideration of TiVo’s development of the Provo Receivers, the Version [*] Software, and the Version [*] Software, DIRECTV shall pay to TiVo a technology development fee in the aggregate amount of [*] (the “Technology Development Fee”), of which [*] shall be payable within [*] of the Effective Date and the remainder shall be payable in accordance with the Development Schedule attached hereto as Exhibit A and such additional development schedules as mutually agreed upon by the parties, which together shall include the remaining milestone payment amounts, the milestone payment dates and the milestone deliverables; provided, however, [*] of the Technology Development Fee shall be payable upon the [*], with such payment credited against upcoming TiVo milestone payments for Version [*] Software as such milestone deliverables and dates are met. If DIRECTV elects to exercise its option for a Two-Chip Receiver set forth in Section 2.5 (Two-Chip Option), DIRECTV shall pay to TiVo an additional technology development fee in the amount of [*] (the “Additional Development Fee”), of which [*] shall be payable within [*] of the date of DIRECTV’s written two-chip option exercise notice and the remainder shall be payable in accordance with the milestone payments specified in a Two-Chip Receiver development schedule to be mutually agreed to by the parties. In addition, if DIRECTV elects to exercise its option for Phase II of the Version 4.1 Software as set forth in Section 3.2 of the Fifth Amendment, the Technology Development Fee shall be increased by an additional amount of [*], payable in accordance [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Technology Development Payments. In consideration of TiVo's development of the Provo Receivers, the Version [*]Software, and the Version [*]Software, DIRECTV shall pay to TiVo a technology development fee in the aggregate amount of [*](the "Technology Development Fee"), of which [*]shall be payable within [*]days of the date of this Agreement and the remainder shall be payable in accordance with the Development Schedule attached hereto as Exhibit A, which shall include the remaining milestone payment amounts, the milestone payment dates and the milestone deliverables. If DIRECTV elects to exercise its option for a Two-Chip Receiver set forth in Section 2.5 (Two-Chip Option), DIRECTV ----------- shall pay to TiVo an additional technology development fee in the amount of [*](the "Additional Development Fee"), of which [*] shall be payable within [*]days of the date of DIRECTV's written two-chip option exercise notice and the remainder shall be payable in accordance with the milestone payments specified in a Two-Chip Receiver development schedule to be mutually agreed to by the parties. DIRECTV agrees that the Technology Development Fee and the Additional Development Fee (if applicable) shall be paid without offset or deduction against any amounts owing by TiVo pursuant to this Agreement.

Technology Development Payments. Section 3.6 of the Development Agreement is hereby deleted and replaced in its entirety with the following:

Technology Development Payments. Subject to the occurrence of the Closing: (a) Networks3 will calculate (1) Cumulative Participation Profit, (2) Cumulative Technology Development Entitlement and (3) Cumulative Technology Development Distributions, as of each Measurement Date. (b) If as of any Measurement Date, the Cumulative Technology Development Entitlement exceeds Cumulative Technology Development Distributions, Networks3 will pay Orckit the difference between the Cumulative Technology Development Entitlement and the Cumulative Technology Development Distributions (each such difference as of a Measurement Date, a "Technology Development Payment"). (c) Networks3 will wire transfer to Orckit within forty five days following each Measurement Date, an amount of immediately available US dollars equal to each Technology Development Payment payable per Section 1.2(b) to the bank account most recently specified to Networks3 in a notice from Orckit’s chief executive officer or chief financial officer. The initial such account is specified in Section 1.3 of the disclosure letter, dated as the date of this Agreement, delivered by Orckit to Networks3 concurrently with the execution and delivery of this Agreement (the “Orckit Disclosure Letter”). (d) Concurrently with the transfer of a Technology Development Payment, Networks3 will provide Orckit with a written or electronic statement of an executive officer of Networks3 setting forth the calculations in Section 1.2(a). Hypothetical calculations are set forth for illustrative purposes only in Section 1.2(d) of the disclosure letter, dated as the date of this Agreement, delivered by Networks3 to Orckit concurrent with the execution and delivery of this Agreement (the “Networks3 Disclosure Letter”). The obligation to make payments per this Section shall run with each Patent and the transfer of such Patent or the transfer of ownership of any such Patent shall not derogate from Orckit’s right to receive Technology Development Payments. All calculations with respect to this Section 1.2 shall be made in accordance with U.S. generally accepted accounting principles as in effect from time to time. (e) Except in connection with a Change of Control, Orckit may not assign (directly, indirectly, through derivative instruments, by corporate transactions, insolvency proceeding, operation of law or otherwise) its right to payment under this Section. (f) Networks3 will not comingle the Patents in bundled offerings or other arrangements with respect to the licensin...