Royalty Base means, with respect to sales of a particular Product (i.e., SKU) in a particular country in a given Accounting Period, the difference between: (a) Net Sales of such Product in such country in such Accounting Period; and (b) the aggregate Transfer Price of such Product sold in such country in such Accounting Period, determined on a first-in, first-out (FIFO) basis (i.e., units of Products held in inventory for the longest time are assumed to be the first to be sold) in accordance with applicable Accounting Standards.
Royalty Base has the meaning set forth in Section 9.1(d)(i).
Royalty Base for a calendar year shall be BioForm and its Affiliate’s Net Sales in such calendar year of Licensed Products which use either (i) sold to Third Parties in the U.S. prior to the end of the U.S. Royalty Obligation Term, or (ii) sold prior to the end of the applicable Ex-U.S. Royalty Obligation Term to Third Parties outside the U.S. in countries where a Licensed Patent is In Force. In the event that a patent term extension or supplemental protection certificate is granted in a country with respect to a Licensed Patent (“Extension”), then the term for which sales are included in the Royalty Base will be extended in the applicable country until the Extension expires, but only as to sales of Licensed Products that are (i) within the scope of rights derived from such Extension and (ii) sold for uses covered by such Extension. If the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Parties are not able to agree on the extent, if any, to which the Licensed Products sold are covered by such Extension, they will resolve their disagreement in the manner set forth in Section 24.
Examples of Royalty Base in a sentence
The terms "Royalty Rate", "Royalty Base" and "Royalty" shall have the meanings as respectively provided in paragraphs 1, 2 and 3 of this Annex D, and "Third Party" shall mean such third party person(s) who is granted the right for the sales of any products embodying the Innovation or made by practicing the Innovation under a license of a patent obtained for the Innovation.
MASIMO will pay to LABS royalties in the amount of ten percent (10%) of the Rainbow Royalty Base (as defined below) for MASIMO Licensed Devices, and sensors and accessories for measuring Non-Vital-Signs Parameters in MASIMO Licensed Devices in accordance with the following.
Within forty-five (45) days after each quarter end, Licensee will provide a royalty calculation including the same categories of information as the monthly royalty statements, showing the calculation of the Royalty Base as reported in its quarterly financial statements, and truing up the monthly financial information to the quarterly financial information.
Further, it is understood and agreed that any rights licensed to, or acquired by, Licensee in connection with the exercise of its Right of First Negotiation / First Refusal set forth in Section 3.5(d) shall not constitute part of the Licensed Rights and will not be subject to the terms and conditions of this Agreement applicable to Licensed Content (provided, that this Section 3.5(e) shall not be deemed to affect the calculation of the Royalty, the Royalty Base or the operation of Section 9).
The use of unsold inventory by (a) Licensee or its controlled Affiliates or by Grupo Televisa, pursuant to and in accordance with Section 11; or (b) Venevision, in each case, shall not be considered advertising revenue for the purposes of, or be included in calculating, the Royalty Base (it being understood that such unsold inventory shall be valued at $0 for purposes of calculating the Royalty Base).
More Definitions of Royalty Base
Royalty Base shall have the meaning set forth in Section 6.1.
Royalty Base means the sum, calculated on an accrual basis, of (A) Net Advertising Revenue, (B) Net Subscriber Fee Revenue, (C) National Representation Commissions, (D) JSA Income, and (E) all other revenues (whether or not such sources of revenue are now or hereafter in existence) directly or indirectly relating to, based on or derived from any Program, Special Program (other than Special Programs produced by Licensee and Special Programs produced by a third party the rights for which were obtained by Licensee without any assistance or efforts by Licensor and/or its Affiliates) , Co-Produced Program or Grandfathered Program in whole or in any part, less Excluded Matches Advertising Revenue. For the avoidance of doubt, in the event that any amounts are covered by more than one of the items listed in clauses (A)-(E) above, for the purposes of calculating the Royalty Base, any such amounts will be included only once (i.e. no double-counting). The calculation of the Royalty Base shall be consistent with the calculation attached as Exhibit 1 hereto, which shows the calculation of the Royalty Base for the years 2002 to 2007. Nothing in this definition is intended to or shall be deemed to modify Section 1.1(a) hereof or the license granted pursuant thereto or to in any way permit any use of Programs other than the broadcast of Programs during the Term on the Networks.
Royalty Base means the Base Price less all excise, sales and similar taxes and less the applicable Additional Deductions, if any.
Royalty Base means the total manufacturing cost, as determined by Generally Accepted Accounting Principles (GAAP), of all battery cathode powder material produced or acquired by COMPANY and/or AFFILIATES where such battery cathode powder material is used in a battery electrode that is a LICENSED PRODUCT.
2. The present Section 4.1(c) shall be deleted in its entirety and replaced with the following new Section 4.1(c):
Royalty Base means the total to which the royalty rate for amineral is applied in order to determine the amount of royalty due;
Royalty Base means all revenues (whether or not the sources of such revenue are now or hereafter in existence), billed or billable by Licensee or its controlled Affiliates to any third party (for this purpose, including Affiliates that are not controlled), derived or generated (A) from the exploitation or operation of those Spanish Language Platforms in the Territory during the Term on which (1) Licensee has been licensed by Licensor the right to Broadcast Licensed Content hereunder (and Licensor has provided any necessary consents or approvals requested by Licensee and required under this Agreement to permit the Broadcast of Licensed Content on such Spanish Language Platform(s)), whether or not Licensed Content is actually Broadcast on such Spanish Language Platform, or such revenues are or are not derived or generated from the Broadcast of Licensed Content on such Spanish Language Platforms; and (2) Audiovisual Content of any kind is then being, or has at any time after the date hereof been, Broadcast by Licensee or its controlled Affiliates (“Royalty Base Platforms”) or (B) from (1) any Sublicensing Arrangements (it being understood that all Sublicensing Arrangements are subject to approval by Licensor pursuant to Section 4), (2) any Network Affiliation Agreements through which Licensee is permitted hereunder to license to a Network Affiliate the right to Broadcast any Licensed Content; (3) any MVPD Arrangements through which Licensee is permitted hereunder to license to an MVPD the right to Broadcast any Licensed Content; and (4) any UIN Branded Experiences through which Licensee is permitted hereunder to license the right to Broadcast any Licensed Content, including in each of cases (A) and (B) to the extent applicable, (I) net advertising revenue (including revenue from time sales, product placements or integration, or sponsorships); (II) net subscriber fee revenue (whether such fee revenue is advertising-based, subscription-based or otherwise and by whatever name, categorization or characterization thereof); (III) net distribution revenues (including subscriber fees, retransmission consent payments, or license or use fees or royalties); (IV) net interactive media revenues (including from advertising, subscription or transactional); and (V) net transactional revenue (including per-use, lease or rental fees, purchase prices, or site-specific monetary accounts, but excluding any revenue from the sale of Audiovisual Content by means of DTO), subject, in each case, t...
Royalty Base shall have the meaning set forth in Section 6.1. 1.24 “Running Royalty” shall have the meaning set forth in Section 6.1. 1.25 “Sale/Merger Event” shall mean the closing of (i) a sale or transfer of all or substantially all of BioForm’s business assets related to Licensed Products including the License to a Third Party, (ii) the acquisition after the Effective Date by a Third Party of a Controlling interest in BioForm, or (iii) the merger or combination of BioForm with a Third party in which the resulting entity is not Controlled by BioForm or the shareholders of BioForm immediately before the merger or combination. 1.26 “Sublicense Royalty Base” shall have the meaning set forth in Section 11.3.1. 1.27 “Sublicensed Product” shall mean any Licensed Product which does not contain any polymethylmethacrylate (“PMMA”) and which does not contain substantially spherical particles (a) having diameters between *** and *** microns and (b) containing (i) solid polymeric materials, (ii) permanent, non-polymeric materials other than (x) CaHA or (y) other calcium phosphate materials, such that the particles do not degrade in the body, or (iii) a polymeric material which is not derived from the carrier or other non-particulate component of the implant product. Notwithstanding the foregoing, a Sublicensed Product may additionally contain a carrier or suspending agent of any composition including polymers (such as hyaluronic acid and/or carboxymethylcellulose) and materials which may form non-spherical solids. 1.28 “Technology Access Fee” shall have the meaning set forth in Section 4. 1.29 “Technology Transfer Fee” shall have the meaning set forth in Section 9. 1.30 “Third Pares” shall mean any person or entity not a Party or an Affiliate of a Party. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.