Fees and Royalties. In consideration for the license granted herein to LICENSEE under Patent Rights LICENSEE agrees to pay to UNIVERSITY:
(a) license maintenance fees of i) [***] on the [***] anniversary of the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] and annually thereafter on each anniversary of the Effective date;
(b) an earned royalty of [***] on Net Sales; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(c) [***] of all sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in this Paragraph 3.1 shall be paid by LICENSEE in accordance with the provisions of Paragraph 4.3. If there are multiple, stacking royalties required to be paid by LICENSEE to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***].
Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Patent Rights. LICENSEE shall pay UNIVERSITY:
(a) a license issue fee of * dollars (US$*), within thirty ((30) days after the Effective Date; This Paragraph 3.l (a) will survive the termination, expiration or assignment of this Agreement.
(b) license maintenance fees of * dollars (US$*) payable on the first anniversary of the Effective Date and * dollars (US$*) per year and payable on the second anniversary of the Effective Date and annually thereafter on each anniversary; provided however, that such maintenance fees will be creditable against earned royalties in any given payment period; [Material marked with an asterisk has been omitted from this document pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.]
(c) LICENSEE shall pay UNIVERSITY the following milestone payments for Field 1:
(i) IND submission for Licensed Product $*
(ii) First patient dosed in Phase I Clinical Trial for Licensed Product $*
(iii) First patient dosed in Phase II Clinical Trial for Licensed Product $*
(iv) First patient dosed in Phase III Clinical Trial for Licensed Product $*
(v) BLA (or NDA) submission to the FDA for Licensed Product $* LICENSEE shall pay UNIVERSITY the following milestone payments for Field 2:
(i) Completion of in vivo characterization and optimization of cell production for Licensed Product $*
(ii) First commercial sale of Licensed Product $*
(d) For Field 1: an earned royalty of * percent (*%) on Net Sales of Licensed Products For Field 2: an earned royalty of * percent (*%) on Net Sales of Licensed Products by LICENSEE, Sublicensees, and/or Affiliates, provided, however, that in the event LICENSEE is required to pay royalties to one or more third parties for patent rights necessary to make, use or sell Licensed Products, LICENSEE may deduct $* from the earned royalties payable to UNIVERSITY for every $* LICENSEE actually pays to said third parties; provided, however, in no event shall the amount payable to UNIVERSITY be less than * percent (*%) of the amount otherwise due; and
(e) percent (*%) of all Sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in Paragraphs 3.l (a) through 3.l (e) above shall be paid by LICENSEE purs...
Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations for the license granted herein to LICENSEE under Technology, and Patent Rights. LICENSEE shall pay UNIVERSITY:
(a) A LICENSE ISSUE FEE of Forty Thousand Dollars (US$ 40,000) upon execution of this Agreement;
(b) AN EARNED ROYALTY of one and one half percent (1.5%) on Net Sales of Licensed Products by LICENSEE and/or its Affiliate(s);
(c) fifty percent (50%) of all SUBLICENSE FEES received by LICENSEE from its Sublicensees that are not earned royalties;
(d) on each and every SUBLICENSE ROYALTY payment received by LICENSEE from its Sublicensees on sales of Licensed Product by Sublicensee, the higher of (i) fifty percent (50%) of the royalties received by LICENSEE; or (ii) royalties based on the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee;
(e) beginning the calendar year of the Effective Date if the total earned royalties paid by LICENSEE under Paragraphs 3.1(b) and (d) to UNIVERSITY in any such year cumulatively amounts to less than the amount specified herein for each calendar year ("MINIMUM ANNUAL ROYALTY"), LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February 28 following the last quarter of such year of the difference between amount noted above and the total earned royalty paid by LICENSEE for such year under Paragraphs 3.1(b) and (d). 1999 US$ 5,000 2000 US$ 10,000 2001 US$ 20,000 2002 US$ 30,000 2003 US$ 40,000 2004 US$ 50,000 and for each calendar year of the Agreement thereafter
(a) through 3.1(e) above shall be paid by LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE to UNIVERSITY as noted in Paragraph 10.1.
Fees and Royalties. For the rights, privileges and license granted hereunder, LICENSEE shall pay to UTRF the following fees and royalties in the manner hereinafter provided until this Agreement expires or is terminated.
Fees and Royalties. This license is non-royalty bearing and the Licensee shall not be obligated to pay to Steinberg any fees or royalties with respect to the VST 3 Plug-In Interface technology or use of Xxxxxxxxx’x VST trademarks as set out in §3.
Fees and Royalties. 4.1 BBB shall pay RFUCMS milestone fees as follows:
i) On entry into [***] of a Product for the treatment or prevention of disease, [***];
ii) On [***] for the treatment or prevention of any disease state [***];
iii) On [***] of a Product for the treatment or prevention of [***];
iv) On first commercial launch of the first Product for [***] that is formally registered under the laws and regulations of the government of any nation or area, [***].
4.2 BBB shall pay to RFUCMS a percentage of lump-sum payments received by BBB as sub-licence fees as follows:
i) For sub-licensees appointed [***] percent;
ii) For sub-licensees appointed [***] percent.
4.3 BBB shall pay to RFUCMS royalties as a percentage of Net Sales Value of sales of Product by BBB, its distributors or sub-licensees as follows: *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
i) In each territory where one or more Licensed Patents are in force, [***] of NSV for sales of therapeutic Products, [***] of NSV for sales of non-therapeutic Products, such royalties to be payable while at least one Licensed Patent remains in force.
ii) In each territory where no Licensed Patent is in force, [***] of NSV for sales of therapeutic Products, and [***] of NSV for sales of non-therapeutic Products, such royalties to be payable for [***] from launch in the territory of the Product to which they relate.
4.4 Any lump-sum payment falling due hereunder shall be paid to RFUCMS not later than [***] from the date of the relevant milestone event or receipt by BBB of sub-licence fees as the case may be. Royalty payments shall be paid quarterly in arrears and shall become due and payable not later than [***] after the end of the calendar quarter to which they relate.
4.5 In the event that BBB is obliged to pay royalties on Products to a third party as a direct consequence of Xx Xxxx’x ceasing to be employed by RFUCMS, BBB shall be entitled to reduce royalty payable to RFUCMS under Article 4.3 above by a value equal to [***] percent of such third party royalty but in no circumstance shall the royalty payable to RFUCMS be reduced by more than [***] percent.
4.6 BBB shall be entitled to offset against royalties payable to RFUCMS under Article 4.3 above a sum equal to [***] percent of expenditure by BBB in prosecution of the Licensed Patents pursuant to Article 5.2 below, prov...
Fees and Royalties. For the rights granted under this Agreement, including both Article 2 and Article 3, GEN-PROBE shall pay fees and royalties set forth in this Article 4.
Fees and Royalties. In partial consideration for the rights granted herein, Licensee will pay to ULRF the fees, royalties and other amounts specified in Exhibit B, and will reimburse ULRF for costs incurred in connection with the Licensed Patents as provided in Section 9.2.
Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations for the license granted herein to LICENSEE under Patent Rights. LICENSEE shall pay UNIVERSITY:
(a) a license issue fee of fifty thousand United States Dollars (US$ 50,000) upon execution of the this Agreement;
(b) milestone payments in the amounts payable according to the following schedule or events by LICENSEE, its Affiliates or sublicensees with respect to the first Licensed Product:
(1) US$ 250,000- Completion of first Phase II clinical studies
(2) US$ 250,000- First Filing of a New Drug Application (NDA) or equivalent
(3) US$ 500,000- Within 30 days of completion of regulatory agency review of New Drug Application (NDA) or equivalent, regardless whether the NDA or equivalent is approved or not
(c) an earned royalty of four percent (4%) on Net Sales of Licensed Products by LICENSEE, its Affiliates, or sublicensees; If LICENSEE is required to pay royalties to third parties on sales of Licensed Products under patents claiming the composition and/or method of making or using such Licensed Products and the resulting aggregate royalty rate is 10% or greater, then the royalty rate will be adjusted as follows: The royalty rate payable to UNIVERSITY will be reduced to a rate determined by multiplying the royalty rate by a fraction, the numerator of which is 10% and the denominator of which is the aggregate royalty rate, provided that University shall not receive less than 2% royalties. All fees and royalty payments specified in Paragraphs 3.1(a) through 3.1(c) above shall be paid by LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE to UNIVERSITY as noted in Paragraph 10.1.
Fees and Royalties. 5.1 In consideration of the licenses granted in Clause 2.1 for the ARM Secure Core Transfer Materials, LICENSEE shall pay ARM a fee (each a “Core Licence Fee”) for each Unique ARM Secure Core Based Product developed by LICENSEE as set out in and in accordance with Schedule 7 Part A. If within three (3) years after the Effective Date, LICENSEE pays ARM [*****] Core Licence Fees for [*****] Unique ARM Secure Core Based Products, then during the continuance of this Agreement, LICENSEE shall not have any obligation to pay Core Licence Fees for the [*****] Unique ARM Secure Core Based Products.
5.2 In consideration of the licenses granted in Clause 2.1 for the MME Transfer Materials, LICENSEE shall pay, ARM a fee (“MME Licence Fee”) as set out in and in accordance with Schedule 7 Part B.
5.3 In consideration of the licenses granted in Clause 2.1, LICENSEE shall pay to ARM a royalty (“Royalty”), as determined in accordance with the table in Schedule 8, for each unit of ARM Secure Core Based Product sold, supplied or otherwise distributed by LICENSEE.
5.4 In consideration of the ARM Maintenance (defined in Clause 8.1) LICENSEE shall pay, ARM, annual fees (each a “Maintenance Fee”) as set out in and in accordance with Schedule 7 Part C. The Maintenance Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties.
5.5 In consideration of the ARM Support (defined in Clause 8.2) LICENSEE shall pay, ARM, annual fees (each a “Support Fee”) as set out in and in accordance with Schedule 7 Part D. The Support Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties.
5.6 Royalties (defined in Clause 5.3) due to ARM under this Agreement shall be paid in accordance with the terms set out in Schedule 4.
5.7 LICENSEE shall keep all records of account as are necessary to demonstrate compliance with its obligations under this Clause 5 for six (6) years from the date of each royalty report
5.8 ARM shall have the right for representatives of a firm of independent Chartered Accountants to which LICENSEE shall not unreasonably object (“Auditors”), to make an examination and audit, by appointment made at least thirty (30) days prior to the audit, during normal business hours, not more frequently than once annually, of all records and accounts as may under recognised accounting practices contain information including; (i) the number of uni...
