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

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

  • Chronic or Habitual TruantDefined as a student subject to compulsory school attendance and who is absent without valid cause from such attendance for 5 percent (5%) or more of the previous 180 regular attendance days.

  • A Rental Dwelling license is transferable to a new owner provided that the new owner submits a License Transfer Form along with the License Transfer Fee to the City Clerk within five (5) business days after legally acquiring ownership of the licensed Rental Dwelling(s).

  • 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.

  • WHEREAS, the County desires to contract for License Transfer Fee and URSA InfoSuite for Unisys A Series on CS470 serial number 6674 and URSA Infosuite for Unisys A Series on CS470 serial number 9132 for the Jefferson County Commission, hereinafter called "the Commission"; and WHEREAS, the Contractor desires to provide said service to the County.

  • SCOPE OF SERVICES: This contract results from Jefferson County Commission Information Technology Department request for License Transfer Fee and License Use, with software maintenance support for URSA InfoSuite for Unisys A Series on CS470 serial number 6674 and URSA InfoSuite for Unisys A Series on CS470 serial number 9132.

  • 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.

  • Business License Transfer Fee (change of locations only) $75.00 Business License Administrative Transfer Fee (all other changes) $20.00 <..

  • 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 First License Agreement.

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 licence fee specified in Item 7 of Schedule 1.

  • Software licensing agreement means any agreement, regardless of how designated, that defines the intellectual property rights for, or the rights to use, any software product. A software licensing agreement must address only terms directly associated with licensing the right to use the software and must not address any of the work governed by the contract or any services (other than warranty services regarding the software code or associated documentation).

  • License Fees means all non-refundable fees payable by Licensee to OT with respect to the granting of Software Licenses; “License Model” means the description of the conditions, limitations and restrictions associated with the Software License which govern the use of the Software, as set out in the applicable License Model Schedule;

  • 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 the fees to be paid by the Licensee to HKEX-IS pursuant to clause 5.2.

  • Software License Agreement means the Motorola Software License Agreement (Exhibit A).

  • 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 [***].

  • Sublicense means any agreement to Sublicense.

  • Sublicense Revenue means [***].

  • Licensing Agreement means a commercial agreement between a design approval holder and a production approval holder (or applicant) formalizing the rights and duties of both parties to use the design data for the purpose of manufacturing the product or article.

  • 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 amounts (including, without limitation, payments received for the purchase of equity in excess of the fair market value of such equity, license fees, milestone and other time or event based payments and royalties on sales of products, but excluding any research funding payments received and actually used for such purpose) received by a Party under an agreement or license attributable to Collaboration Products or from sales of Collaboration Products to end users less any withholding tax or other tax related reductions.

  • 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 royalties or payments actually paid by the Company or its Affiliates to an unaffiliated third party for the right to use or exploit technology, products or proprietary rights of such third party to create or sell Licensed Product/s, which third party’s rights would otherwise be infringed or violated.

  • Royalty Fee “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.