Net Sales Royalties definition
Examples of Net Sales Royalties in a sentence
Licensor’s representatives may, during regular business hours with at least twenty (20) business days’ advance notice, and no more than once per Contract Year, during the Term and for three (3) years thereafter, inspect, and/or audit Licensee’s books of account and records, solely to the extent related to Licensee’s calculation of Gross Sales, Net Sales, Royalties or any other financial provisions of this Agreement.
Upon Agent’s request Borrower shall furnish to Agent, a report, in form acceptable to Agent, reconciling the Net Sales, Royalties, and other revenue realized on a consolidated basis in accordance with GAAP, in each case, reported by Borrower to Agent during any reporting period to the Aggregate Revenue reported by Borrower hereunder for such period and the amount of Revenue-Based Payment(s) made by Borrower in connection with such period(s).
Upon Agent’s request Borrower shall furnish to Agent, a report, in form acceptable to Agent, reconciling the Net Sales, Royalties, and all other revenue reported by Borrower to Agent during any reporting period to the Aggregate Revenue reported by Borrower hereunder for such period and the amount of Revenue-Based-Payment Amounts applied by Borrower in connection with such period(s).
For purposes of clarification, if Aggregate Revenue is calculated for a period that includes any period prior the consummation of the Merger, Aggregate Revenue will include, without duplication, the combined aggregate of Net Sales, Royalties and any other income or revenue recognized by Parent and/or its Subsidiaries, on one hand, and by Current Borrower and/or its Subsidiaries, on the other hand, for such period.
The Parties agree that the transfer of the Acquired Assets constitutes a sale of the Acquired Assets for Tax purposes and that the Purchase Price, the Net Sales Royalties and Assumed Liabilities allocable to the Acquired Assets are received as purchase price in exchange for such sale.
Concurrently with each payment of Net Sales Royalties, Licensee shall deliver to GEHC a report setting forth in reasonable detail (a) Licensee’s total revenue in the Field of Use during the applicable calendar quarter; (b) a calculation of the Net Sales during such calendar quarter and (c) a calculation of the Net Sales Royalties for such calendar quarter.
Purchaser shall have the right to setoff of any amounts due and payable, or any Liabilities arising, under this Agreement or any Ancillary Agreement against any Net Sales Royalties due and payable under this Agreement.
Signature page follows] Minimum Annual Royalties on 3rd anniversary of the license agreement, increasing by every year until a sum of (offset by Royalties received from Net Sales) Royalties Royalties from Net Sales of Products sold by the Company and its Affiliates Sublicense receipts - Ramot’s share in revenues from a Sublicensee, other than revenue received on account of sales of Products by the Sublicensee.
Net Sales Royalties shall be paid on Net Sales accruing during each calendar quarter within thirty (30) days following the end of such calendar quarter.
Each Party shall, and shall cause its Affiliates and permitted Sublicensees to, keep and maintain for **, complete and accurate books and records in accordance with Accounting Standards in sufficient detail so that Development Costs, Net Sales, Royalties, Manufacturing Costs or other amounts payable hereunder, or under the Supply Agreement, may be reconciled and properly verified.