License Transfer Fee definition

License Transfer Fee shall have the meaning provided in Section 16.4.2.
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License Transfer Fee means all fixed license fees, milestone amounts or other upfront payments (in each case, including the fair market value of any non-monetary consideration) actually received by Buyer or its Affiliates from a licensee, sublicensee, assignee or transferee in connection with a Qualifying Transaction, but excluding all other amounts received pursuant to such Qualifying Transaction, including the following types of payments: (i) royalties, earn-outs and similar non-milestone payments triggered by sales of the Patented Product, (ii) reimbursements for research and development activities for the Patented Product to be performed by or at the expense of Buyer or its Affiliates; (iii) reimbursements for third party costs incurred by Buyer or its Affiliates with respect to the prosecution and maintenance of any Intellectual Property after the execution of such agreement; (iv) amounts received for the supply of the Patented Product by Buyer or its Affiliates at fair market value. For clarity, research or development activities include without limitation the design and conduct of non-clinical and pre-clinical studies and clinical trials (including in the conduct of any post-marketing studies). Further, should any upfront payments pursuant to a Qualifying Transaction be made by means of non-monetary consideration (e.g., equity securities of the licensee, sublicensee, assignee or transferee), Buyer shall have the option to provide Seller (or have the licensee, sublicensee, assignee or transferee provide directly to Seller) the same non-monetary consideration (or an equivalent cash payment in US dollars as the Parties mutually agree), that Buyer or its Affiliates receives from the Qualifying Transaction.
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Examples of License Transfer Fee in a sentence

  • The License Transfer Fee shall only apply with respect to the first License Transfer and not with respect to any subsequent License Transfers.

  • The License Transfer Fee shall be in addition to any distributions due to UHN as a shareholder in Avro.

  • The License Transfer Fee payable in respect of the License Transfer will be due within [***] days of the closing of the License Transfer.

  • At UHN’s request, Prothena shall provide written evidence in support of the calculation of the License Transfer Fee.

  • The Licensee shall pay to Licensor a License Transfer Fee of fifty percent (50%) of the Gross Transfer Price for the transfer, sale, assignment or other disposition of the Licensed Patents by the Licensee or its Affiliate within thirty (30) days thereof.

  • You may not make copies of any portion of the Software to give, sell, sublicense or otherwise transfer to any third party, or to use on more than one Single Computer System, except that you may transfer this license and the Software to a third party provided: (a) such third party agrees to all the terms and conditions of this license; and pays the current License Transfer Fee to Deneb; (b) DENEB, Inc.

  • For purposes of certainty and clarity, only a single License Transfer Fee shall be owed and payable in the event of the aforementioned sale, transfer or other disposition of TTI’s business encompassing the Licensed Technology and/or the analogous sale, transfer or other disposition of TTI’s business encompassing the licensed technology of the First License Agreement.

  • An additional License Transfer Fee of $15,000.00 shall be paid on or before February 1, 2002.

  • Upon execution of this Agreement, CUSA shall pay to LDI or have already paid an initial License Transfer Fee of US$10,000.00.

  • For purposes of certainty and clarity, only a single License Transfer Fee shall be owed and payable in the event of the aforementioned sale, transfer or other disposition of TTI’s business encompassing the Licensed Technology and/or the analogous sale, transfer or other disposition of TTI’s business encompassing the licensed technology of the Original Agreement.