Common use of Consideration Royalties Clause in Contracts

Consideration Royalties. In consideration of the grant in Paragraph 2.1 above, BIOSIGNAL hereby agrees to make the following payments to VANDERBILT: 3.1 Within thirty (30) days of the execution of this Agreement, BIOSIGNAL agrees to pay VANDERBILT within ninety (90) days of the receipt of the MATERIAL by BIOSIGNAL, a 4 of 16 VANDERBILT UNIVERSITY OPTICAL ASSAY AGREEMENT nonrefundable license issue fee of [* * *]. 3.2 BioSignal will pay to Vanderbilt a royalty rate of [* * *] on the Net Sales of LICENSED PRODUCTS and SERVICES from independent third parties, sold by BIOSIGNAL or its sublicensees. 3.3 In order to maintain the exclusive license, beginning one year after first commercial sale of Licensed Products or Services, BIOSIGNAL shall pay to Vanderbilt annual minimum royalties of [* * *] which shall be creditable against earned royalties in the same year for which the minimum is paid. 3.4 BIOSIGNAL shall pay Vanderbilt [* * *] of any up front license fees, other than royalty on sales, received for sublicensing the rights to independent third parties for internal use. 3.5 BioSignal will pay all of the costs incurred in filing for Patent protection of the ▇▇▇▇ technology in the United States (USA) and Canada estimated at fifteen thousand US dollars ($15,000). Vanderbilt shall be provided copies of all official communications, amendments and responses with respect to patent applications and patents sufficiently prior to filing to allow for review, comment and approval by Vanderbilt, which will not be unreasonably withheld. 3.6 All payments required under this agreement shall be in U.S. dollars, and shall be made by check or bank draft and made payable to VANDERBILT. All such payments shall be sent to the following address: Office of Technology Transfer, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇. 3.7 If BIOSIGNAL desires to offer for sale a LICENSED PRODUCT or SERVICE in combination with other of its products and/or services (`COMBINATION PRODUCT" or "COMBINATION SERVICE"), it shall notify VANDERBILT and describe in sufficient detail the nature and composition of the COMBINATION PRODUCT or COMBINATION SERVICE in order that the parties may in good faith determine a reasonable royalty share of such transactions.

Consideration Royalties. 3.1 In connection of the licenses granted by LICENSOR to BARD pursuant to Section 2.1 hereof and the rights of first refusal granted by LICENSOR to BARD pursuant to Section 2.3 hereof, BARD has paid LICENSOR concurrently herewith the sum of $120,000 in immediately available funds. Such consideration shall be allocated as set forth on SCHEDULE D, which is attached hereto and incorporated herein. 3.2 In further consideration of the grant in Paragraph licenses granted by LICENSOR to BARD pursuant to Section 2.1 abovehereof, BIOSIGNAL BARD hereby agrees to make pay LICENSOR a royalty of two percent (2%) of NET SALES. In the event royalties earned by LICENSOR on NET SALES during any year, commencing with the EFFECTIVE DATE, are less than U.S. $20,000, BARD, within forty five (45) days of the end of such year, shall pay the shortfall to LICENSOR. Notwithstanding the foregoing, the provisions of this Section 3.2 shall not apply for so long as BARD purchases SUPERSLIP COATING, BIOSTATIC COATING or STAY WET COATING from LICENSOR pursuant to the SUPPLY AGREEMENT. 3.3 Earned royalties, if any, payable hereunder shall be paid by BARD to LICENSOR within forty five (45) days of the close of each ROYALTY PERIOD. With respect to sales of PRODUCT outside the United States on which any earned royalties are payable hereunder, conversions to U.S. dollars, if applicable, shall be made on the last business day of each month during the ROYALTY PERIOD, based upon the applicable average exchange rates quoted by the WALL STREET JOURNAL during each such month. At the time of BARD's remittance of each earned royalty payment, BARD shall furnish to LICENSOR a report showing the number of units of PRODUCT sold by BARD or any AFFILIATE to any non-AFFILIATE during each month during the ROYALTY PERIOD, the gross invoiced selling price of such PRODUCT and offsets and deductions taken in arriving at NET SALES. Notwithstanding anything to the contrary contained in this Agreement, BARD shall be entitled to withhold, from earned royalties payable hereunder, all taxes thereon required, by competent governmental authorities, to be withheld. BARD hereby covenants to promptly remit or to cause its applicable AFFILIATE to remit all such taxes to the proper authorities as required by law and further agrees to furnish LICENSOR with evidence of remittance within forty five (45) business days of each such remittance. 3.4 BARD hereby agrees to maintain and agrees to cause its AFFILIATES to maintain, for a period of five (5) years following payments sale, records concerning the number of each PRODUCT sold by BARD and its AFFILIATES to VANDERBILT: 3.1 Within non-AFFILIATES, the gross invoiced selling price of such PRODUCT and offsets and deductions taken in arriving of NET SALES. BART hereby grants to LICENSOR the right, during normal business hours and upon reasonable advance notice to BARD, to have an independent certified public accounting firm, reasonably acceptable to BARD, inspect such records, no more often than annually, for purposes of ascertaining the truth and accuracy of reports furnished by BARD to LICENSOR hereunder and the calculations of earned royalties paid and payable by BARD hereunder. The cost of any such audit shall be borne by LICENSOR; provided however, in the event any such audit indicates a discrepancy of five percent (5%) or more, to the detriment of LICENSOR, between royalties actually paid hereunder and royalties actually owing, BARD, within thirty (30) days of the execution receipt from LICENSOR of this Agreement, BIOSIGNAL agrees to pay VANDERBILT within ninety (90) days a copy of the receipt auditor's certified report evidencing such discrepancy and a copy of the MATERIAL by BIOSIGNALauditor's invoice for such audit, a 4 of 16 VANDERBILT UNIVERSITY OPTICAL ASSAY AGREEMENT nonrefundable license issue fee of [* * *]. 3.2 BioSignal will pay to Vanderbilt a royalty rate of [* * *] on the Net Sales of LICENSED PRODUCTS shall reimburse LICENSOR for its actual incurred cost in having such audit conducted and SERVICES from independent third parties, sold by BIOSIGNAL or its sublicensees. 3.3 In order to maintain the exclusive license, beginning one year after first commercial sale of Licensed Products or Services, BIOSIGNAL shall pay LICENSOR the royalty shortfall as determined by the auditor, subject to Vanderbilt annual minimum royalties BARD's rights under the provisions of [* * *] which shall be creditable against earned royalties in the same year for which the minimum is paidSection 7.4 hereof. 3.4 BIOSIGNAL shall pay Vanderbilt [* * *] of any up front license fees, other than royalty on sales, received for sublicensing the rights to independent third parties for internal use. 3.5 BioSignal will pay all of the costs incurred in filing for Patent protection of the ▇▇▇▇ technology in the United States (USA) and Canada estimated at fifteen thousand US dollars ($15,000). Vanderbilt shall be provided copies of all official communications, amendments and responses with respect to patent applications and patents sufficiently prior to filing to allow for review, comment and approval by Vanderbilt, which will not be unreasonably withheld. 3.6 All payments required under this agreement shall be in U.S. dollars, and shall be made by check or bank draft and made payable to VANDERBILT. All such payments shall be sent to the following address: Office of Technology Transfer, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇. 3.7 If BIOSIGNAL desires to offer for sale a LICENSED PRODUCT or SERVICE in combination with other of its products and/or services (`COMBINATION PRODUCT" or "COMBINATION SERVICE"), it shall notify VANDERBILT and describe in sufficient detail the nature and composition of the COMBINATION PRODUCT or COMBINATION SERVICE in order that the parties may in good faith determine a reasonable royalty share of such transactions.