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.
Sample 1

Examples of License Transfer Fee in a sentence

  • 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.

Related to License Transfer Fee

  • Transfer Fee means the fee payable by the Hirer to the Employment Business in accordance with clause 3.7, as permitted by Regulation 10 of the Conduct Regulations;

  • License Fee means the amount payable by the licensee to DMRC as per rates offered by the Selected Bidder for utilization of licensed space and accepted by DMRC to be paid by the Licensee along with other charges and any kind of Central or State Taxes, local levies, statutory dues, etc. that may be payable by the licensee as per prevalent law.

  • Sublicense Fees shall have the meaning set forth in Section 7.3 below.

  • CREFC® Intellectual Property Royalty License Fee With respect to each Mortgage Loan (including any REO Mortgage Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.

  • CREFC® Intellectual Property Royalty License Fee Rate With respect to each Mortgage Loan, a rate equal to 0.0005% per annum.

  • License Type means the identification of whether the license for a Software Product is for a Perpetual Term or Subscription Term as specified in the Quote.

  • Licence Fee : means the fee prescribed by the JCRA under Article 17 of the Telecommunications (Jersey) Law and payable by the Licensee;

  • License Fees means the license fees, including all taxes thereon, paid or required to be paid by Licensee for the license granted under this Agreement.

  • Signaling Transfer Point (“STP”) means a signaling point that performs message routing functions and provides information for the routing of messages between signaling points within or between CCIS networks. An STP transmits, receives and processes CCIS messages.

  • Sublicense Agreement means any agreement or arrangement pursuant to which Licensee (or an Affiliate or Sublicensee) grants to any third party any of the license rights granted to the Licensee under the Agreement.

  • Developer Fee means the fee earned by the Developer.

  • Licence Fees means the fees, the amount of is indicated in the Purchase Order, paid by the Client in consideration of the Licence.

  • Software License Agreement means the particular Software License Agreement to which these Terms and Conditions are attached and incorporated into by reference.

  • End User License Agreement means a license grant or end user license agreement governing software as further described in this Agreement or any applicable Appendix.

  • LWDA PAGA Payment means the 75% of the PAGA Penalties paid to the LWDA under Labor Code section 2699, subd. (i).

  • Sublicense Revenues means all revenue, in whatever form but excluding sublicense royalties, earned by the Licensee in consideration of its granting a Third Party a sublicense to make a Licensed Product including, without limitation, receipt of annual milestone attainment, sublicense issuance, maintenance or up-front payments, or technology access fee; and issuance of securities or real, personal or intangible property.

  • Sublicense means any agreement to Sublicense.

  • Sublicense Revenue means any payments or other consideration that CTI actually receives from a Sublicensee as consideration for the grant of a Sublicense, including, without limitation, milestone payments, license fees, license maintenance fees and equity. Sublicense Revenue excludes (i) purchases of equity or debt of TGTX, (ii) payments made for GTX’s performance of any research, Development, or Commercialization of any Licensed Product, (iii) (b) royalties on Net Sales (or, in the case of a profit sharing deal structure, shares of net profits) which are covered in Section 5.9, and (iv) any payment or reimbursement of any costs or expenses incurred by TGTX for filing, prosecution, maintenance, or defense of any DFCI Patents. In the event such consideration received from a Sublicensee is not cash, Sublicense Revenue shall be calculated by TGTX based on the fair market value of such consideration, at the time of the transaction, assuming an arm’s length transaction made in the odinary course of business.

  • Development Fee means a fee for the packaging of a Property, including negotiating and approving plans, and undertaking to assist in obtaining zoning and necessary variances and necessary financing for the Property, either initially or at a later date.

  • Sublicensing Revenue means all (i) cash, (ii) sublicensing fees and (iii) all other payments and the cash equivalent thereof, which are paid to LICENSEE by the Sublicensees of its rights hereunder, but excluding the following payments:

  • Transfer fee covenant means a declaration or covenant purporting to affect real property which requires or purports to require the payment of a transfer fee to the declarant or other person specified in the covenant or declaration, or to their successors or assigns, upon a subsequent transfer of an interest in the real property.

  • Software License means a license for the Software granted under this XXXX to the Licensee;

  • Third Party Royalties means any royalties or license fees owing to a Third Party attributable to the manufacture, use or sale of Products and in consideration of a license under any patent which such Product would otherwise infringe.

  • Royalty Fee means a royalty fee in the amount of $0.00 of Actual Production payable by BC Hydro to the Province for each year of the Term in accordance with Article 6 of the Master Agreement.

  • Licensing Site means xxxx://xxx.xxxxxxxxx.xxx/licensing/contracts or a successor site. “Non-Microsoft Product” is defined in the Online Services Terms.

  • Access Fee means a fee prescribed for the purposes of section 22(6) or 54(6), as the case may be;