Net Sublicense Revenue definition

Net Sublicense Revenue means, as to a Party, (i) all cash payments, the cash amounts received by Ambrx for any equity consideration (less the fair market value of such equity consideration), the cash amounts received by Institute for funding of its activities and forgivable loans (to the extent actually forgiven), in each case, received by a Party or its Affiliates in consideration for a Sublicense, including any upfront payments, license maintenance fees, milestone payments, royalties or the like and (ii) Sublicensee equity received by a Party or its Affiliates in consideration for a Sublicense (to the extent transferable, provided that to the extent such equity is not transferable, such equity will be transferred to the other Party at the time it becomes transferable) less (iii) any license or intellectual property payments or fees owed or paid by a Party to Third Parties for the intellectual property rights relating to research, development or commercialization of a Licensed Product (including pursuant to the applicable Approved Research Plan under the applicable Collaboration Research Project), including, without limitation, pursuant to any Third Party in-license agreement. Net Sublicense Revenue excludes: (a) [***]; (b) [***]; (c) [***]; and (d) [***]. It is understood that Net Sublicense Revenue shall not include amounts received in connection with a merger, consolidation or sale of all or substantially all of the business or assets of Ambrx (including the business or assets of Ambrx to which this Agreement relates).
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Net Sublicense Revenue means sublicense revenue received by Xtera (or an Affiliate that has been expressly granted the right to grant sublicenses) from Sublicensees in consideration of the grant of any sublicense under Article 2.1 of this Agreement, less Third Party transactional and legal costs paid to Third Parties associated with establishing and maintaining sublicense agreements.
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Net Sublicense Revenue means, as to a Party, (i) all cash payments, the cash amounts received by Ambrx for any equity consideration (less the fair market value of such equity consideration), the cash amounts received by Institute for funding of its activities and forgivable loans (to the extent actually forgiven), in each case, received by a Party or its Affiliates in consideration for a Sublicense, including any upfront payments, license maintenance fees, milestone payments, royalties or the like and (ii) Sublicensee equity received by a Party or its Affiliates in consideration for a Sublicense (to the extent transferable, provided that to the extent such equity is not transferable, such equity will be transferred to the other Party at the time it becomes transferable) less (iii) any license or intellectual property payments or fees owed or paid by a Party to Third Parties for the intellectual property rights relating to research, development or commercialization of a Licensed Product (including pursuant to the applicable Approved Research Plan under the applicable Collaboration Research Project), including, without limitation, pursuant to any Third Party in-license agreement. Net Sublicense Revenue excludes: (a) amounts paid by such Sublicensee as bona fide reimbursement for, or payment of, research and development costs; (b) bona fide, non-forgivable loans (and forgivable loans unless and until forgiven); (c) amounts paid by such Sublicensee for the supply to such Sublicensee of Licensed Products or other tangible materials, or that are otherwise paid in reimbursement of costs or expenditures on behalf of such Sublicensee, whether incurred before or after the date of the Sublicense; and (d) withholding taxes or other amounts actually withheld from the amounts received by a Party. It is understood that Net Sublicense Revenue shall not include amounts received in connection with a merger, consolidation or sale of all or substantially all of the business or assets of Ambrx (including the business or assets of Ambrx to which this Agreement relates).
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Examples of Net Sublicense Revenue in a sentence

  • Any payments due under this Section 7.2 shall be made within ninety (90) days of receipt of the Net Sublicense Revenue by the applicable Party.

  • Institute shall also pay to Ambrx [***] of any Net Sublicense Revenue as set forth in Section 7.2. The Parties shall negotiate in good faith and enter into a license agreement setting forth the terms contained in this Section 6.3(a), and other customary terms and conditions.

  • Institute shall pay to Ambrx [***] ([***]) of any Net Sublicense Revenue resulting from Sublicenses executed by Institute or its Affiliates arising from the [***] Excluded Grandfathered Research Project.

  • For all other Sublicenses executed by Institute or any Affiliates under the licenses granted to Institute under Section 6.3, Institute shall pay to Ambrx [***] ([***]) of any Net Sublicense Revenue resulting from such Sublicenses.

  • Ambrx shall pay to Institute [***] ([***]) of any Net Sublicense Revenue resulting from Sublicenses executed by Ambrx or its Affiliates.

  • Institute shall pay to Ambrx [***] ([***]) of any Net Sublicense Revenue resulting from Sublicenses executed by Institute or its Affiliates of a Licensed Invention and/or Licensed Product arising from the [***] Excluded Grandfathered Research Project.

  • Such report shall include at least (a) the quantities of Licensed Products that Licensee has Sold and the total Net Sales; (b) total Net Sublicense Revenue, (c) the calculation of Royalty Fees on Net Sales and Net Sublicense Revenue; and (d) the total Royalty Fees so computed and due to Licensor.

  • All of the unrecovered costs, expenses and legal fees (including internal costs, expenses and legal fees) in bringing, maintaining and prosecuting any action to maintain, protect or defend a trademark (or registration therefor) covering (i) a Collaboration Product shall be an Allowable Expense in the applicable country or (ii) a Royalty-Bearing Product shall be a deduction from Royalty-Bearing Sales, and any recovery shall be Net Sublicense Revenue in that country.

  • Ambrx shall pay to Institute [***] of any Net Sublicense Revenue resulting from Sublicenses executed by Ambrx or its Affiliates.

  • Institute shall pay to Ambrx [***] of any Net Sublicense Revenue resulting from Sublicenses executed by Institute or its Affiliates under the licenses granted to Institute under Section 6.3.

Related to Net Sublicense Revenue

  • Sublicense Revenue means [***].

  • Sublicense Revenues means [***].

  • 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.

  • Sublicense Income means any payments that Company receives from a Sublicensee in consideration of the sublicense of the rights granted Company under Section 2.1., including without limitation license fees, royalties, milestone payments, and license maintenance fees, but excluding the following payments: (a) payments made in consideration for the issuance of equity or debt securities of Company at fair market value, and (b) payments specifically committed to the development of Licensed Products.

  • Net Sales Revenue shall have the meaning as set out in Schedule "A"

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

  • Net Sales means [***].

  • 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.

  • Royalties means all royalties, fees, expense reimbursement and other amounts payable by a Loan Party under a License.

  • Sales Revenue means receipts from the sale, lease, or rental of goods, services, or property;

  • Royalty Period means the partial calendar quarter commencing on the date on which the first Licensed Product is sold or used and every complete or partial calendar quarter thereafter during which either (a) this Agreement remains in effect or (b) Company has the right to complete and sell work-in-progress and inventory of Licensed Products pursuant to Section 8.5.

  • Royalty Payments has the meaning set forth in Section 7.3.1.

  • Royalty Rate means the percentage defined in Exhibit B.

  • Sublicensee means a third party to whom LICENSEE grants a sublicense of certain rights granted to LICENSEE under this Agreement.

  • Royalty Year means, (i) for the year in which the First Commercial Sale occurs (the “First Royalty Year”), the period commencing with the first day of the Calendar Quarter in which the First Commercial Sale occurs and expiring on the last day of the Calendar Year in which the First Commercial Sale occurs and (ii) for each subsequent year, each successive Calendar Year.

  • Net Revenues means revenues less related expenses, including

  • Sublicense means any agreement to Sublicense.

  • Milestone Payments means payments made in connection with any Permitted Acquisition or other acquisition (including any license or the acquisition of any license) of any rights in respect of any drug or other pharmaceutical product (and any related property or assets) to sellers (or licensors) of the assets or Equity Interests acquired (or licensed) therein based on the achievement of specified revenue, profit or other performance targets (financial or otherwise).

  • Net Revenue means an entity’s total revenue less its operating expenses, interest paid, depreciation, and taxes. “Net Revenue” is synonymous with “Profit.”

  • 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;

  • Royalty Payment has the meaning set forth in Section 6.1.

  • Gross Profits means the gross profits calculated under section 4;

  • Net Sales Price means the gross sales price to retailers of all Licensed Products sold under this Agreement or, with respect to Licensed Products that are not sold directly or indirectly to retailers, other ultimate consumers (as in the case of accommodation sales by Licensee to its employees or sales by Licensee in its own shops), less trade discounts, merchandise returns, sales tax (if separately identified and charged) and markdowns and/or chargebacks which, in accordance with generally accepted accounting principles, would normally be treated as deductions from gross sales, and which, in any event, do not include any chargebacks or the like for advertising, fixture or retail shop costs or contributions. Notwithstanding the foregoing, Licensor hereby waives its right to (i) receive royalties hereunder for, or (ii) include within the calculation of Net Sales Price for the purpose of calculating the Annual Advertising Obligation as set forth in paragraph 4.6 hereof, sales of units of Licensed Products sold at a discount of [OMITTED; MATERIAL FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION] or more off the regular wholesale price ("Discounted Units"), provided that such waiver shall only apply to the extent that the aggregate Net Sales Price of Discounted Units for any year does not exceed [OMITTED; MATERIAL FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION] of the Net Sales Price of all units of Licensed Products other than Discounted Units sold in such year. No other deductions shall be taken. Any merchandise returns shall be credited in the quarter in which the returns are actually made. For purposes of this Agreement, affiliates of Licensee shall mean all persons and business entities, whether corporations, partnerships, joint ventures or otherwise, which now or hereafter control, or are owned or controlled, directly or indirectly by Licensee, or are under common control with Licensee. It is the intention of the parties that royalties will be based on the bona fide wholesale prices at which Licensee sells Licensed Products to independent retailers in arms' length transactions. In the event Licensee shall sell Licensed Products to its affiliates, royalties shall be calculated on the basis of such a bona fide wholesale price irrespective of Licensee's internal accounting treatment of such sale unless such products are sold by its affiliates directly to the end-user consumer, in which case royalties shall be calculated on the basis of the price paid by the end-user consumer, less applicable taxes. Licensee shall identify separately in the statements provided to Licensor pursuant to paragraph 7 hereof, all sales to affiliates. At least once annually and no later than 90 days after the close of Licensee's fiscal year, Licensee shall furnish to Licensor a statement of the Net Sales Price of all Licensed Products sold during the year just ended, which shall be certified by the independent auditor for Licensee as correct and in accordance with the terms of this Agreement.

  • Royalty Product means, either (a) an Alnylam Royalty Product, or (b) an Inex Royalty Product.

  • Sublicensees as used herein in either singular or plural shall mean any person or entity other than an AFFILIATED COMPANY to which Company has granted a sublicense under this Agreement.

  • Royalty means an interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage.