Monetization Expenses means any and all expenses, that would not otherwise be incurred by Parent in its normal and customary course of business, in pursuing, negotiating, entering into and closing any Legacy Monetization (including any pre-Merger accrued and unpaid expenses that are not included in Net Cash), the out-of-pocket expenses of the CVR Holders’ Representative, any other consultant fees and expenses, success fees, legal fees and similar items, CVR Agent Indemnification Payment, CVR Agent Expenses, each Reserve Fund, and any and all post-Merger preservation and maintenance of the Parent Legacy Technology, including Parent Intellectual Property Rights application, registration and maintenance fees, any applicable taxes (including sales, use, tariffs, excise, customs duties, gross receipts, VAT or other similar taxes or governmental charges), and specifically including all actual Ongoing Support Funding, provided however that in no event shall the Monetization Expenses include any administrative or similar fee payable to Parent in connection with its general overhead. For the avoidance of doubt, the out-of-pocket cost to Parent of retaining the CVR Agent shall be a Monetization Expense.
Monetization Expenses means reasonable out-of-pocket expenses actually incurred by Patent Owner or Patent Owner’s Attorneys in connection with realization of Gross Monetization Proceeds, including the prosecution of Claims and defending any nonmonetary counterclaims brought against the Patent Owner by any of the Defendants relating directly to the Claims, including allegations regarding invalidity, non-infringement, or unenforceability of the Patents. The reasonableness of expenses incurred by Patent Owner’s Attorneys will be determined in accordance with the commercially reasonable costs typically charged for such expenses. Monetization Expenses include reasonable and documented expert and consulting fees; local counsel fees; e-discovery vendors; litigation support services for audio and visual presentations; jury consultants; focus groups; photocopying; postage and delivery; computer-assisted research; filing fees; court reporters and other transcription services; and reasonable travel expenses. Monetization Expenses do not include Attorneys’ Fees, Inter Partes Review Expenses, or any fees or expenses relating to costs or damages awards against Patent Owner resulting from any Adverse Claim.
Monetization Expenses means, pursuant to a retainer agreement approved by Xxxxx, reasonable direct out-of-pocket expenses actually incurred by Seller or its Affiliates or Seller’s Attorneys, in connection with realization of Proceeds. The reasonableness of expenses incurred by Xxxxxx’s Attorneys will be determined in accordance with the commercially reasonable costs typically charged for such expenses. Monetization Expenses include reasonable and documented expert and consulting fees; local counsel fees; e-discovery vendors; litigation support services for audio and visual presentations; jury consultants; focus groups; photocopying; postage and delivery; computer-assisted research; filing fees; court reporters and other transcription services; and reasonable travel expenses. Monetization Expenses do not include Attorneys’ Fees or any fees or expenses relating to costs or damages awards against Seller or its Affiliates resulting from any Adverse Claim. For the avoidance of doubt, Monetization Expenses shall not include any salaries, consultant fees (not directly related to the realization of Proceeds), accountant fees, securities counsel fees, general corporate expenses, regulatory fees, non-court filing costs, debt service or other corporate overhead of Seller.
Examples of Monetization Expenses in a sentence
It is understood that all Monetization Expenses shall be applied in full (but without duplication) against respective Gross Proceeds.
As an example: Suppose $100,000 of Monetization Expenses are accrued through the CVR Payment Date for Legacy Monetization #1 (with Gross Proceeds of $80,000) and an additional $130,000 of Monetization Expenses are accrued through the (next) CVR Payment Date for Legacy Monetization #2 (with Gross Proceeds of $400,000) and an additional $175,000 of Monetization Expenses are accrued through the (still next) CVR Payment Date for Legacy Monetization #3 (with Gross Proceeds of $1,000,000).
The proceeds of the Notes issued following the Closing Date shall be applied solely to the payment of Monetization Expenses (or to reimburse the Company for the payment of Monetization Expenses).
Concurrent with the delivery of each CVR Payment Statement, Holdco shall provide the CVR Holders’ Representative and Rights Agent with reasonable documentation to support its calculation of the CVR Payment and Monetization Expenses.
Concurrent with the delivery of each CVR Payment Statement, the Parent shall provide the CVR Holders’ Representative and Rights Agent with reasonable documentation to support its calculation of the CVR Payment, if any, and Monetization Expenses.
More Definitions of Monetization Expenses
Monetization Expenses means any and all documented expenses incurred by PTI pursuing and closing CF Asset Monetizations after the Closing Date, including the documented fees and out-of-pocket expenses of the CVR Holders’ Representative, the Holders Valuation Expert Fee, any other consultant fees and expenses (including the fees of the Paying Agent), success fees, legal fees and similar items and any and all documented post-Merger costs related to preservation and maintenance of the CF Assets, including Intellectual Property application, registration and maintenance fees and any applicable non-income taxes and reasonable, documented out-of-pocket costs incurred by PTI in connection with administering this Agreement and Representative Losses (including, without limitation sales, use, tariffs, excise, customs duties, gross receipts, VAT or other similar taxes or governmental charges) incurred by PTI and its subsidiaries. In no event shall the Monetization Expenses include any administrative or similar fee payable to PTI.
Monetization Expenses means reasonable out-of-pocket expenses that are incurred by the Company in its diligent pursuit of the monetization of the Patents, other than expenses incurred or proposed to be incurred in pursuit of monetization efforts following an Adverse Determination.
Monetization Expenses means, with respect to a Monetization Activity, any (a) contingency fee payments owed by the Company, (b) expenses covered by any contingency law firms retained by the Company and that the Company is obligated to pay; (c) amounts owed by the Company to any prior owners or agents of any patents and patent applications of the Company included in the transaction giving rise to a Monetization Activity; (d) amounts owed to experts or consultants in lieu of cash fees; and any other out-of-pocket expenses paid or payable to third parties reasonably incurred by the Company; provided, however, that the aggregate sum of such expenses may not exceed 40% of the gross proceeds from the applicable Monetization Activity; and provided further that Monetization Expenses related to the Specified Licenses shall not exceed the amounts and percentages set forth on the applicable Specified Licenses Certification. Notwithstanding the foregoing, the foregoing 40% cap will not apply when the Monetization Activity includes contingency fee payments owed by Company that are subject to the rates payable to Sxxxxx Xxxxxxx L.L.P. during Phase 3 and Phase 4 as described in the October 8, 2013 engagement letter between Company and that firm (the “Engagement Letter”). In that case, the cap will be increased to *** (or *** if the percentage is lowered to *** as provided for in the Engagement Letter) of the gross proceeds from the applicable Monetization Activity if the revenues are generated during Phase 3 (as defined in the Engagement Letter) or *** (or *** if the percentage is lowered to *** as provided for in the Engagement Letter) of the gross proceeds from the applicable Monetization Activity if the revenues are generated during Phase 4 (as defined in the Engagement Letter).
Monetization Expenses means the Amounts paid, incurred, accrued, or allocated by or on behalf of Licensee in respect of commercializing, asserting, litigating, licensing, managing, or otherwise capturing value, including, without limitation, fees, costs, commissions and expenses for legal, technical, advisory, consulting and licensing services. “Monetization Expenses,” as used in this Agreement, may refer to Monetization Expenses of either a monetization event involving solely the Patents or a Portfolio Monetization.
Monetization Expenses means expenses incurred or to be incurred by the Company that are consistent with the Business Plan, as determined by the Majority Note Purchaser in good faith (such determination not to be unreasonably withheld or delayed).
Monetization Expenses means any and all post-Merger expenses incurred by Parent pursuing and closing Legacy Monetizations, including compensation and expenses of the Legacy Executives, the fees and reasonable out-of-pocket expenses of the CVR Holders’ Representative, any other consultant fees and expenses, success fees (but specifically excluding the Success Bonus), legal fees and similar items, each Reserve Fund, each D&O Premium Increment, all Representative Losses and any and all post-Merger preservation and maintenance of the Parent Legacy Technology, including Patent and other Intellectual Property Rights application, registration and maintenance fees, and specifically including all actual Ongoing Support Funding. In no event shall the Monetization Expenses include any administrative or similar fee payable to Parent.
Monetization Expenses means, in each case with respect to any Monetization Revenues, any amounts owed by the Issuer and any Subsidiary to third parties with respect to such Monetization Revenues on account of (a) contingency fee payments, (b) expenses and retained interests covered by any contingency law firms that the Issuer and any Subsidiary is obligated to pay; (c) amounts owed by the Issuer and any Subsidiary to any prior owners or agents of any patents and patent applications of the Issuer and any Subsidiary included in the transaction giving rise to a Monetization Activity; (d) amounts owed to experts or consultants on a contingency basis, i.e., in lieu of cash fees; and any other out-of-pocket expenses or retained interests (excluding fees) paid or payable to third parties reasonably incurred by the Issuer and any Subsidiary; provided, however, that (x) all arrangements under (a), (b) and (c) that are in place at Closing are set forth on Schedule 1(b), (y) for the purposes of calculating the Revenue Stream, the aggregate sum of such expenses or retained interests may not exceed the lesser of (A) the actual expenses or retained interests incurred by the Issuer and any Subsidiary or (B) 40% of the gross related Monetization Revenues and provided, further, that (z) Monetization Expenses shall not include any amount (other than reimbursement of Monetization Expenses paid to third parties) owed by the Issuer or any of its Subsidiaries to the Issuer or any other Subsidiary. For the avoidance of doubt, no fees or other expenses or retained interests incurred by the Issuer and any Subsidiary in connection with the Threshold Amount shall constitute Monetization Expenses for purposes of the calculation of Monetization Net Revenues except and to the extent that the Purchasers are entitled to be paid such amount. For example, if the first realization by the Issuer and any Subsidiary from its Monetization Activities after the Closing generates $40,000,000 in Monetization Revenues and has associated contingency fee payments and retained interests of 25% of such amount (or $10,000,000), the Issuer or any Subsidiary will be entitled to retain $15,000,000 (after offsetting $5,000,000 in contingent fee payments) as the Threshold Amount, and there will be a further $15,000,000 in Monetization Net Revenues distributable in accordance with the Agreement ($20,000,000 minus $5,000,000).