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:
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.
Licence Fees 4.1 In consideration of the licences and authorisations granted under this Agreement, the Licensee will pay to ICE the Licence Fees for the Term in advance, in Euro. 4.2 The Licence Fees shall be payable online by debit/credit card via ICE’s designated payment provider, Stripe Payments Europe Ltd and its affiliates (please see ICE’s Privacy Policy for further information). For the avoidance of doubt, this Agreement shall not come into force until the Licensee has paid the Licence Fees. 4.3 The Licence Fees are non-refundable and recoupable against the usage limit(s) and revenue cap(s) set out in the Cover Sheet during the Term. For the purposes of calculating recoupment, each Stream / Download / Subscriber Month on a Licensed Service in a Tier 2 country will count as 0.5, while each Stream / Download / Subscriber Month in a Tier 1 country will count as 1. 4.4 Where it is necessary for the Licensee to exchange the currency of an amount into Euro for the purpose of the revenue cap(s) in the Cover Sheet or the sum set out in clause 4.8, the exchange rate used will be the average exchange rate for the Term as published in the European Central Bank Monthly statistics bulletin. 4.5 The Licensee may at any time during the Term purchase a licence for additional Licensed Services online via ICE’s website. The licence for the additional Licensed Services purchased shall commence once the Licence Fees have been paid for such additional Licensed Services. 4.6 The Licensee shall notify ICE immediately if the maximum usage limits in Band 16 in any one Licensed Service are exceeded. If the maximum usage limits are exceeded, this Agreement shall terminate, and the Licensee shall contact ICE to discuss the appropriate licence applicable to the Licensee. 4.7 The Licensee shall notify ICE immediately (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) if the Licensee’s usage of any of the Licensed Services exceeds the limits stated in the Cover Sheet, so that the amount the Licensee pays as Licence Fees may be adjusted accordingly. 4.8 The Licensee shall notify ICE if the Gross Revenue from the Licensed Service(s) exceeds the sum of EUR 500,000 (or such other threshold sum for the ICE Direct Licence scheme as may be published on ICE’s website (xxx.xxxxxxxxxxx.xxx) from time to time at the Rights Holders’ and ICE’s discretion) (excluding the applicable Sales Tax) per annum. In such circumstances, this Agreement shall terminate, and the Licensee shall contact ICE to discuss the appropriate licence applicable to the Licensee. 4.9 The Licence Fees set out in this Agreement are combined fees for the licensing of the Mechanical Rights and the corresponding Performing Rights for each Repertoire Work and any other rights that are expressly granted to the Licensee hereunder, including (in accordance with established industry practice) for shares in Musical Works that are under copyright control or unmatched works (or a portion thereof) used on the Licensed Services, applying a consistent approach to ICE’s other licensees that operate services similar to those of the Licensee in the applicable period. 4.10 The Rights Holders confirm and warrant that ICE is authorised to receive all payments under this Agreement on behalf of the Rights Holders. Accordingly, the Licensee will pay to ICE Licence Fees and any other payments falling due under this Agreement in consideration of the licences and authorisations granted under this Agreement. 4.11 The Licensee will pay its own bank charges on transfers of sums payable to ICE. 4.12 All licence fees and payments referred to in this Agreement are subject to any applicable Sales Tax, which the Licensee will pay to ICE at the rate or rates from time to time in force on any sums payable under this Agreement.
Sublicense Income Company shall pay Medical School {***} of all Sublicense Income. Such amounts shall be due and payable within sixty (60) days after Company receives the relevant payment from the Sublicensee.