Earned Royalties Clause Samples
The Earned Royalties clause defines the royalties that a party is entitled to receive based on actual sales or usage of a product or intellectual property. It typically specifies how royalties are calculated, when they are considered earned (such as upon sale or delivery), and may outline exclusions or adjustments for returns or non-collectible sales. This clause ensures that royalty payments are tied to real, measurable transactions, thereby providing clarity and fairness in compensation for the use of licensed assets.
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Earned Royalties. GEN-PROBE shall pay to PHRI an earned royalty for each sale of a Licensed Kit. GEN-PROBE shall also pay to PHRI an earned royalty for each performance of a Licensed Assay (other than an Assay performed by a customer using a Licensed Kit). The earned royalty for each Licensed Kit and each Licensed Assay shall be determined according to the remainder of this section.
(a) For a Straight Sale of a Licensed Kit, the earned royalty shall be three percent (3%) of the Net Sales Price.
(b) For distribution of a Licensed Kit which is not a Straight Sale for any reason, or for performance of a Licensed Assay, the earned royalty shall be that which provides a dollar return to PHRI equal to the dollar return PHRI would have received were the Licensed Kit sold in a Straight Sale or were the Assay reagents sold as a Licensed Kit in a Straight Sale.
(c) Types of GEN-PROBE’s business transactions, including manner of sale and products or services to which applicable, falling under subsection 4.5(b) that have already been considered by The Parties, if any, are described in Appendix B to this Agreement, which includes for each type of transaction an earned royalty, for example a fixed dollar amount or a rate (X) on a base (Y), in accord with the definition of subsection 4.5(b), as agreed by The Parties.
(d) Other types of business transactions falling under subsection 4.5(b) which GEN-PROBE may wish to utilize will be considered when necessary. Prior to introduction of a transaction not already covered by Appendix B, an earned royalty in accord with the definition of subsection 4.5(b) will be determined according to the procedure set forth in this subsection and added to Appendix B.
(i) GEN-PROBE will provide to PHRI all information pertinent to arriving at an earned royalty in accordance with the principle set forth in subsection 4.5(b).
(ii) Next, The Parties will, in good faith, confer and attempt to determine the earned royalty by agreement.
(iii) If agreement cannot be reached, The Parties will, if possible, within thirty (30) days put the question to binding arbitration of a single, mutually acceptable arbitrator under a mutually acceptable procedure.
(iv) If The Parties cannot agree on an arbitrator and/or procedure, they will promptly put the question, to binding arbitration under the rules of, and before a single arbitrator selected by, the Center for Public Resource (current address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ 10019); or if that service is unavailable, binding ...
Earned Royalties. 6.1 During the TERM of this Agreement, Biohaven and its AFFILIATES, LICENSEES and ASSIGNS shall pay to ALS an earned royalty on worldwide annual cumulative NET SALES of PATENT PRODUCTS with a VALID CLAIM as follows: (a) for any [* * *] Indication at a rate of [* * *] percent ([* * *]%) per annum; (b) for an [* * *] Indication at a rate of [* * *] percent ([* * *]%) per annum; and (c) for all Indications other that as set forth in (i) and (ii) hereof, at a rate of [* * *] percent ([* * *]%) per annum (“EARNED ROYALTIES”). Biohaven shall pay all EARNED ROYALTIES accruing to ALS on a quarterly basis within [* * *] days of the end of each quarter during the TERM beginning in the first year in which NET SALES occur.
6.2 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to ALS in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, any EARNED ROYALTIES, milestones or any other payments due under this Agreement shall bear interest until payment in full at a per annum rate of [* * *] percent ([* * *]%) above the prime rate in effect at Citibank on the due date.
6.3 In the event that Biohaven is required to pay THIRD PARTY ROYALTIES (as defined below), then Biohaven may deduct an amount equal to [* * *] percent ([* * *]%) of any THIRD PARTY ROYALTIES actually paid by Biohaven from any EARNED ROYALTY amounts due to ALS hereunder; provided, however, that in no event shall the EARNED ROYALTIES under this Article 6.3 otherwise due to ALS be less than [* * *] percent ([* * *]%) of the EARNED ROYALTIES that would be payable to ALS absent the effects of this Article 6.3. “THIRD PARTY ROYALTIES” shall mean royalties actually paid by Biohaven to a third party pursuant to one or more agreements entered into by Biohaven to license patents that otherwise would be infringed by Biohaven, its AFFILIATES, LICENSEES or ASSIGNEES due to the manufacture, use or sale in the TERRITORY of the PATENT PRODUCT, such obligation to pay THIRD PARTY ROYALTIES to be determined on a country-by-country or territory-by-territory basis for each PATENT PRODUCT. Notwithstanding the foregoing, this Section 6.3 shall not apply to either (1) [* * *]; or (2) [* * *].
Earned Royalties. 6.1 The Licensee shall also pay to The Regents an earned royalty equal to a percentage of the Net Sales of Licensed Products and/or Licensed Methods, with the percentage royalty rate determined according to the following schedule, based upon the level of annual Net Sales of Licensed Products and Licensed Methods worldwide: Up to $250 million [*] $250 million to $500 million [*] Above $500 million [*]
6.2 With respect to royalties owed to The Regents due to sales of Licensed Products and/or Licensed Methods by a sublicensee, if the amount of royalties payable to Licensee by such sublicensee based on sublicensee’s Net Sales is less than [*] of Net Sales, then The Regents agree to negotiate in good faith a reduction of the royalty rate applicable to such sublicensee’s Net Sales, which reduction shall be commercially reasonable and based on the amount of value added by Licensee to such Licensed Product and/or Licensed Method (including without limitation preclinical and clinical trial work conducted or funded by Licensee with respect thereto).
6.3 If Licensee is obligated to pay a third party royalties, based on a license under such third party’s patent rights, for the manufacture, use, import or sale of a particular Licensed Product or particular Licensed Method, then Licensee shall have the right to credit an amount equal to [*] of the aggregate royalty amounts paid to the unaffiliated third parties against the royalties owing to The Regents under Section 6.1 above with respect to sales of such Licensed Product or Licensed Method; provided that the credit for any given year does not reduce the royalties owing to The Regents by more than [*].
6.4 Royalty obligations under this Article 6, as to a particular Licensed Product or Licensed Method, shall expire, on a country-by-country basis, upon the later of: (i) the date of expiration of the last to expire issued patent included in the Regents’ Patent Rights that claims the Licensed Product or Licensed Method (as applicable) in the particular country, or (ii) ten years after first commercial sale of such Licensed Product or Licensed Method in such country.
Earned Royalties. In partial consideration of the License and subject to Sections 3.7 and 3.8, Company will pay to Penn:
(i) a graduated royalty as set forth in the table below based upon worldwide annual Net Sales made by Company and its Affiliates (but not sublicensees) of any Designated Compound Sold for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Assigned BMS Patents that is licensed to Company under the License (but no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT
(ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales made by Company and its Affiliates (but not sublicensees) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty shall be due hereunder on the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) and (ii) above, then the higher rate of clause (i) shall apply. Only one royalty shall be due hereunder on the Sale of a Licensed Product even if the manufacture, use, sale, offer for sale or importation of such Licensed Product infringes more than one Valid Claim of the Penn Patent Rights.
Earned Royalties. (a) Lessee shall deliver to Lessor, in kind and in lieu of the payment of a royalty in cash, Six percent (6%) of all merchantable coal mined from the Leased Premises, if any, which coal shall be: (i) washed and processed in the same manner as washed and processed coal which is shipped from the mine to third party purchasers and (ii) delivered f.o.b., rail(, barge) or truck, the mine. If delivered by rail car (or barge), the loading rate shall be consistent with Lessor’s rail (or barge) contracts. Freeze conditioning shall be applied when requested by Lessor or its transportation contractor at Lessor’s cost. Delivery shall be in the quantities and at the times designated by Lessor, but Lessee shall not be required to store coal for delivery to Lessor for more than three (3) consecutive months at a time. If more than one manner of washing or process is used for the coal by Lessee, then the in kind royalty shall be washed and processed in the manner selected by Lessor. Lessee may deliver coal from another source as in kind royalty so long as it meets the minimum standards set forth in Exhibit C (the “Minimum Standard”).
(b) The minimum royalty per calendar year (prorated for partial calendar years) is delivery of 60,000 tons of coal from the Leased Premises or from another source meeting the Minimum Standards, beginning two years from the date of receipt of all necessary mining permits and the expiration of any right of challenge the issuance of such permits, but no later than June 1, 2016. This obligation to deliver the minimum royalty shall terminate when both (i) all tons of coal have been mined from the Leased Premises pursuant to the Mine Plan (defined hereinbelow), and (ii) all royalties owed thereon, whether in kind or in cash, have been paid to Lessor.
(c) At any time and at various times, Lessor may elect to temporarily receive all or part of the earned royalty in cash rather than in kind, provided that such elections may be made no more frequently than once each calendar quarter. Each election shall be effective thirty (30) days after delivery of notice to Lessee.
(d) For time periods when Lessor elects to receive any of the earned royalty in cash, Lessee shall pay to Lessor on or before the 28th day of each calendar month (“Month”) any earned royalty for all coal mined, sold and shipped from the Leased Premises, or consumed in synthetic fuel facilities on the mine site, during the preceding Month for such preceding Month in an amount equal to six p...
Earned Royalties. In partial consideration of the License, Company will pay to Penn a royalty of [**] percent ([**]%) of Net Sales of Licensed Products during the Quarter. In partial consideration of the License, and in recognition of know-how conveyed by Penn to Company, Company will pay to Penn a royalty of [**] percent ([**]%) of Net Sales of Other Licensed Products during the Quarter. The royalty percentage due on Net Sales of Licensed Products or Other Licensed Products is full pass-through and is not subject to reduction in any event, without the written consent of Penn.
Earned Royalties. Subject to of Article 7 hereof, Lieensee shall pay to Licensor for the rights granted hereunder a sum equal to [*****] of the Net Invoice Value of Trademarked Products Sold by Licensee (the "Royalties"). The Royalties shall be remitted in accordance with Section 7.4 of this Agreement.
Earned Royalties. In partial consideration of the Sublicense, Company will pay to Cellscript royalties on Net Sales of Licensed Products in the Sublicensed Fields of Use as stated below.
Earned Royalties. (a) With respect to Net Sales of a Product resulting from a Development Antibody, on a Product-by-Product basis, TESARO shall pay AnaptysBio a royalty on Net Sales as follows: Portion less than or equal to $[*]: [*]% Portion greater than $[*], but less than or equal to $[*]: [*]% Portion greater than $[*], but less than or equal to $[*]: [*]% Portion greater than $[*], but less than or equal to $[*]: [*]% Portion greater than $[*]: [*]%
(b) Royalties payable under this Section 6.4 shall be paid on a country-by- country basis from the date of the first commercial sale of each Product with respect to which royalty payments are due until the later of (i) the [*] ([*]) anniversary of the first commercial sale of the Product in such country, and (ii) the expiration date in such country of the last to expire of any Patent within the AnaptysBio Patents or the Collaboration Patents covering the manufacture, use or sale of such Product in such country (the “Royalty Term”). For the avoidance of doubt, TESARO’s obligation to pay royalties under this Section 6.4 is imposed only once with respect to the same unit of Product, notwithstanding such Product may be covered by more than one valid claim of an AnaptysBio Patent or Collaboration Patent.
(c) If TESARO pays royalties to any Third Party in a country in order to make, use, sell, offer for sale or import the Development Antibody component of a Product in such country, then TESARO shall have the right to credit [*] percent ([*]%) of such Third Party royalty payments against the royalties owing to AnaptysBio under Section 6.4(a) with respect to sales of such Product in such country; provided, however, that TESARO shall not reduce the amount of the royalties owing to AnaptysBio under Section 6.4(a) with respect to such Product in such country to less than [*] percent ([*]%) of the royalties that would otherwise be due under Section 6.4(a) with respect to such Product in such country. Notwithstanding the foregoing, if TESARO pays any such royalties to a Third Party that [*].
Earned Royalties. If LICENSEE achieves sales of LICENSED PRODUCT, then LICENSEE will pay to REGENTS earned royalty on net sales of LICENSED PRODUCT;