Fees and Royalties Sample Clauses

Fees and Royalties. In consideration for the license granted herein to LICENSEE under Patent Rights LICENSEE agrees to pay to UNIVERSITY: (a) license maintenance fees of i) [***] on the [***] anniversary of the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] and annually thereafter on each anniversary of the Effective date; (b) an earned royalty of [***] on Net Sales; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) [***] of all sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in this Paragraph 3.1 shall be paid by LICENSEE in accordance with the provisions of Paragraph 4.3. If there are multiple, stacking royalties required to be paid by LICENSEE to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***].
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Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Patent Rights. LICENSEE shall pay UNIVERSITY: (a) a license issue fee of * dollars (US$*), within thirty ((30) days after the Effective Date; This Paragraph 3.l (a) will survive the termination, expiration or assignment of this Agreement. (b) license maintenance fees of * dollars (US$*) payable on the first anniversary of the Effective Date and * dollars (US$*) per year and payable on the second anniversary of the Effective Date and annually thereafter on each anniversary; provided however, that such maintenance fees will be creditable against earned royalties in any given payment period; [Material marked with an asterisk has been omitted from this document pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.] (c) LICENSEE shall pay UNIVERSITY the following milestone payments for Field 1: (i) IND submission for Licensed Product $* (ii) First patient dosed in Phase I Clinical Trial for Licensed Product $* (iii) First patient dosed in Phase II Clinical Trial for Licensed Product $* (iv) First patient dosed in Phase III Clinical Trial for Licensed Product $* (v) BLA (or NDA) submission to the FDA for Licensed Product $* LICENSEE shall pay UNIVERSITY the following milestone payments for Field 2: (i) Completion of in vivo characterization and optimization of cell production for Licensed Product $* (ii) First commercial sale of Licensed Product $* (d) For Field 1: an earned royalty of * percent (*%) on Net Sales of Licensed Products For Field 2: an earned royalty of * percent (*%) on Net Sales of Licensed Products by LICENSEE, Sublicensees, and/or Affiliates, provided, however, that in the event LICENSEE is required to pay royalties to one or more third parties for patent rights necessary to make, use or sell Licensed Products, LICENSEE may deduct $* from the earned royalties payable to UNIVERSITY for every $* LICENSEE actually pays to said third parties; provided, however, in no event shall the amount payable to UNIVERSITY be less than * percent (*%) of the amount otherwise due; and (e) percent (*%) of all Sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in Paragraphs 3.l (a) through 3.l (e) above shall be paid by LICENSEE purs...
Fees and Royalties. 4.1 For the rights, privileges and license granted hereunder, LICENSEE shall pay to RESEARCH FOUNDATION: (a) Milestone payments payable, if at all, at the times and upon achievement of the Milestones set forth on Appendix B. (b) Running royalties equal to the Applicable Royalty Amount. The “Applicable Royalty Amount” shall be [********] of Net Sales of Licensed Products in any country; provided that, with respect to a particular Licensed Product in a particular country: (i) [********], the Applicable Royalty Amount shall be reduced to [********] of Net Sales of such Licensed Product in such country; and (ii) if LICENSEE (or a sublicensee) deems it necessary or advisable to secure a third party license in order to practice in such country any portion of the license granted by RESEARCH FOUNDATION hereunder (including, without limitation, the sale of Licensed Products), the Applicable Royalty Amount shall be reduced by [********]of the amounts paid to secure such third party license, but in no event to an amount less than [********] of Net Sales of Licensed Products in such country. Notwithstanding the foregoing: (1) the obligations in this Paragraph 4.1(b) shall expire with respect to Net Sales of a particular Licensed Product in a particular country on the date of expiration of the last-to-expire Valid Claim included in the Patent Rights covering, in whole or in part, such Licensed Product in such country; (2) if Licensed Products are sold or leased by a sublicensee, LICENSEE shall instead pay to RESEARCH FOUNDATION the lesser of the amount calculated as provided above in this Paragraph 4.1(b) or [********] of the running royalties on the sale or lease of Licensed Products actually received by LICENSEE from such sublicensee; (3) the Company’s obligation to pay royalties under this Paragraph 4.1(b) shall be imposed only once with respect to the same unit of a Licensed Product regardless of how many Patent Rights or Valid Claims pertain thereto; and (4) all Annual License Fees, in the aggregate, paid by LICENSEE hereunder as of the NDA Filing Date shall be creditable against running royalties due under this Paragraph 4.1, after any reduction resulting from application of the various subparagraphs of this Paragraph 4.1; provided that a maximum of [********] shall be creditable annually under this subparagraph (4). [********] (c) [********] of all Sublicense Fees actually received by LICENSEE from any sublicensee, to be reduced to [********] if such sublicense ...
Fees and Royalties. This license is non-royalty bearing and the Licensee shall not be obligated to pay to Steinberg any fees or royalties with respect to the VST 3 Plug-In Interface technology or use of Xxxxxxxxx’x VST trademarks as set out in §3.
Fees and Royalties. For the rights, privileges and license granted hereunder, LICENSEE shall pay to UTRF the following fees and royalties in the manner hereinafter provided until this Agreement expires or is terminated.
Fees and Royalties. For the rights granted under this Agreement, including both Article 2 and Article 3, GEN-PROBE shall pay fees and royalties set forth in this Article 4.
Fees and Royalties. In partial consideration for the rights granted herein, Licensee will pay to ULRF the fees, royalties and other amounts specified in Exhibit B, and will reimburse ULRF for costs incurred in connection with the Licensed Patents as provided in Section 9.2.
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Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations for the license granted herein to LICENSEE under Patent Rights. LICENSEE shall pay UNIVERSITY: (a) a license issue fee of fifty thousand United States Dollars (US$ 50,000) upon execution of the this Agreement; (b) milestone payments in the amounts payable according to the following schedule or events by LICENSEE, its Affiliates or sublicensees with respect to the first Licensed Product: (1) US$ 250,000- Completion of first Phase II clinical studies (2) US$ 250,000- First Filing of a New Drug Application (NDA) or equivalent (3) US$ 500,000- Within 30 days of completion of regulatory agency review of New Drug Application (NDA) or equivalent, regardless whether the NDA or equivalent is approved or not (c) an earned royalty of four percent (4%) on Net Sales of Licensed Products by LICENSEE, its Affiliates, or sublicensees; If LICENSEE is required to pay royalties to third parties on sales of Licensed Products under patents claiming the composition and/or method of making or using such Licensed Products and the resulting aggregate royalty rate is 10% or greater, then the royalty rate will be adjusted as follows: The royalty rate payable to UNIVERSITY will be reduced to a rate determined by multiplying the royalty rate by a fraction, the numerator of which is 10% and the denominator of which is the aggregate royalty rate, provided that University shall not receive less than 2% royalties. All fees and royalty payments specified in Paragraphs 3.1(a) through 3.1(c) above shall be paid by LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE to UNIVERSITY as noted in Paragraph 10.1.
Fees and Royalties. 4.1 For the rights, privileges and license granted under this License Agreement, Licensee shall pay to the University the fees and royalties specified in Appendix C. 4.2 Notwithstanding Paragraph 4.1 above, Licensee has no obligation to pay royalties on SALES of LICENSED INVENTIONS to the U.S. Government or any agency thereof or any U.S. Government contractor who certifies that its purchase of the LICENSED INVENTION is for or on behalf of the U.S. Government. Licensee will not impose royalty charges on SALES of LICENSED INVENTIONS to U.S. Government entities and will refund to them any royalty collected on such SALES. 4.3 The first royalty payment due under this License Agreement is based on NET SALES by Licensee and its sublicensees from the effective date of this License Agreement through June 30 of the same calendar year, if the effective date is before June 30, or through December31 if the effective date is after June 30. Payment must be made within thirty (30) days from the end of such period. Subsequent royalty payments shall be calculated based on NET SALES by Licensee and its sublicensees during the semiannual periods extending from January 1 through June 30 and from July I through December 31 of each year, for as long as this License Agreement remains in effect. Royalty payments must be paid within thirty (30) days from the end of the respective semiannual period. 4.4 All payments due the University must be paid in U.S. currency to the University of California, Los Alamos National Laboratory, at the address set forth in LANL Document Control No. 00-00-00000 Paragraph 19.1. Licensee must convert NET SALES invoiced in foreign currency into equivalent U.S. currency at the exchange rate for the foreign currency prevailing as of the last day of the reporting period, as reported in the Wall Street Journal.
Fees and Royalties. 5.1 In consideration of the licenses granted in Clause 2.1 for the ARM Secure Core Transfer Materials, LICENSEE shall pay ARM a fee (each a “Core Licence Fee”) for each Unique ARM Secure Core Based Product developed by LICENSEE as set out in and in accordance with Schedule 7 Part A. If within three (3) years after the Effective Date, LICENSEE pays ARM [*****] Core Licence Fees for [*****] Unique ARM Secure Core Based Products, then during the continuance of this Agreement, LICENSEE shall not have any obligation to pay Core Licence Fees for the [*****] Unique ARM Secure Core Based Products. 5.2 In consideration of the licenses granted in Clause 2.1 for the MME Transfer Materials, LICENSEE shall pay, ARM a fee (“MME Licence Fee”) as set out in and in accordance with Schedule 7 Part B. 5.3 In consideration of the licenses granted in Clause 2.1, LICENSEE shall pay to ARM a royalty (“Royalty”), as determined in accordance with the table in Schedule 8, for each unit of ARM Secure Core Based Product sold, supplied or otherwise distributed by LICENSEE. 5.4 In consideration of the ARM Maintenance (defined in Clause 8.1) LICENSEE shall pay, ARM, annual fees (each a “Maintenance Fee”) as set out in and in accordance with Schedule 7 Part C. The Maintenance Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties. 5.5 In consideration of the ARM Support (defined in Clause 8.2) LICENSEE shall pay, ARM, annual fees (each a “Support Fee”) as set out in and in accordance with Schedule 7 Part D. The Support Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties. 5.6 Royalties (defined in Clause 5.3) due to ARM under this Agreement shall be paid in accordance with the terms set out in Schedule 4. 5.7 LICENSEE shall keep all records of account as are necessary to demonstrate compliance with its obligations under this Clause 5 for six (6) years from the date of each royalty report 5.8 ARM shall have the right for representatives of a firm of independent Chartered Accountants to which LICENSEE shall not unreasonably object (“Auditors”), to make an examination and audit, by appointment made at least thirty (30) days prior to the audit, during normal business hours, not more frequently than once annually, of all records and accounts as may under recognised accounting practices contain information including; (i) the number of uni...
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