Payments and Royalties Sample Clauses
The "Payments and Royalties" clause defines the financial obligations between parties, specifying how and when payments, including royalties, must be made under the agreement. It typically outlines the calculation methods for royalties, payment schedules, reporting requirements, and any applicable deductions or adjustments. This clause ensures both parties have a clear understanding of the monetary terms, reducing the risk of disputes over compensation and providing a structured process for financial transactions related to the contract.
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Payments and Royalties. 3.01. In consideration for the license under PATENTS and KNOW-HOW granted to SB in this AGREEMENT and subject to the provisions of this Agreement including but not limited to Paragraph 3.11, SB shall make the following milestone payments to ADOLOR, in the specified incremental amounts, within thirty (30) days after the occurrence of the following milestones:
(a) EFFECTIVE DATE $ 500,000
(b) The first to occur of First Rx INDICATION or Direct OTC INDICATION
(1) $ ** (2) ** $ ** (3) ** $ ** (4) ** $ ** (5) ** $ ** (6) ** $ ** (7) ** $ ** (8) ** $ **
(c) Second Rx INDICATION
(1) $ ** (2) ** $ ** (3) ** $ ** (4) ** $ ** (5) ** $ **
(d) Each of Third and Fourth Rx INDICATIONs
(1) $ ** (2) ** $ ** (3) ** $ ** (4) ** $ ** (5) ** $ **
(e) Each of Fifth and Sixth Rx INDICATIONs
(1) $ ** (2) ** $ ** (3) ** $ ** (4) ** $ ** (5) ** $ **
(f) $ **
(g) $ **
(h) $ ** provided that: **=Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(1) each such payment shall be made only one time based on the first time a milestone is achieved, regardless of how many times such milestone is achieved (except as otherwise provided by Paragraphs 3.01(f), and no payment shall be owed for a milestone which is not reached. For Paragraph 3.01(h), SB shall not be required to make more than ** (**) such payments totaling $ **;
(2) each such payment shall be non-refundable;
(3) the term "**" shall mean the earlier to occur of (i) SB's determination after the last patient has completed his/her last visit ** that such study was successful, or (ii) SB's decision to continue development of the PRODUCT **;
(4) the term "**" shall mean, with respect to the relevant INDICATION which is the subject of the study, the earlier to occur of (i) the date on which SB determines that ** was successful, or (ii) SB's decision to **.
(5) the term "**" shall mean with respect to the relevant INDICATION which is the subject of the study the earlier to occur of (i) the date on which SB determines that ** was successful, or (ii) SB's decision to **.
(6) the term "**" as used in this Paragraph shall mean the **.
(7) the term "**" as used in this Paragraph shall mean the ** required for the filing of a New Drug Application (hereinafter "NDA") with the U.S. Food and Drug Administration (hereinafter "FDA") or the corresponding regulatory agency in other countries for PRODUCT for the relevant INDICATION...
Payments and Royalties. 4.1 In consideration for the rights and licenses granted by Zentaris to Spectrum under this Agreement, Spectrum shall pay to Zentaris the lump sum amount of EURO One Million ((euro)1,000,000) in cash payable on the Effective Date and [Intentionally Redacted] in common stock of Spectrum (the "Initial Shares") as soon as reasonably practicable after the Effective Date, but no later than 5 business days thereafter. [Intentionally Redacted]. The Initial Shares shall be issued to Zentaris on the Effective Date, but shall be held by Zentaris and may not be assigned, transferred, sold or otherwise disposed of by Zentaris (with the exception only of an assignment or transfer to an Affiliate of Zentaris, provided that such Affiliate agrees to be bound by the restrictions on transfer of such Initial Shares set forth or referred to in Sections 4.1 and 13 of this Agreement) until December 31, 2005. The Initial Shares shall be subject to the restrictions on resale set forth or referred to in Sections 4.1 and 13 of this Agreement. To Spectrum's present knowledge, except for the restrictions on resale set forth or referred to in Sections 4.1 and 13 of this Agreement, the Shares shall be free of restrictions on transfer after December 31, 2005.
4.2 In addition to the lump sum payment specified in Section 4.1 hereof and as further consideration for the rights and licenses granted by Zentaris to Spectrum under this Agreement, Spectrum shall make the following milestone payments to Zentaris, up to a maximum of [Intentionally Redacted]:
(i) [Intentionally Redacted];
(ii) [Intentionally Redacted];
(iii) [Intentionally Redacted];
(iv) [Intentionally Redacted];
(v) [Intentionally Redacted];
(vi) [Intentionally Redacted]. Spectrum shall inform Zentaris on the occurrence of a milestone event as soon as possible, however, not later than within fourteen (14) days following the occurrence of such milestone event. Milestone payments are payable within thirty (30) days after Spectrum's receipt of an invoice issued by Zentaris for such milestone payment.
4.3 In case Spectrum grants sublicenses under Section 2.2 hereof, Spectrum shall pay to Zentaris [Intentionally Redacted] percent ([Intentionally Redacted]%) of any lump sum, periodic or other consideration (other than royalties based on Net Sales) received by Spectrum from sublicensees including, but not limited to, equity, any upfront fees, sublicense fees, marketing rights, or other consideration paid for the authorization to use the...
Payments and Royalties. 3.1 As an initial non-refundable payment for the licenses and rights herein granted to SHENZHEN HIGH POWER under this Agreement, SHENZHEN HIGH POWER shall pay to OBC the up-front fees, without subtraction or deduction of Chinese withholding taxes, if any, pursuant to the schedule set forth in Appendix II attached hereto.
3.2 In addition to the lump sum payment under Article 3.1 above, SHENZHEN HIGH POWER shall pay to OBC non-refundable running royalties, also pursuant to the schedule set forth in Appendix II hereto, of the Net Selling Price of the Licensed Consumer Hydride Batteries sold or Otherwise Disposed Of by SHENZHEN HIGH POWER and its Affiliates (either directly or through sales representatives or agents) in any country of the world during the period commencing on the Effective Date of this Agreement and ending upon the expiration of the last to expire of the Licensed Patents.
3.3 Notwithstanding that a Licensed Consumer Hydride Battery may be covered by (i) the claims of one or more of the Licensed Patents or (ii) the claims of one or more of the Licensed Patents in one or more countries throughout the world, SHENZHEN HIGH POWER, in connection with the manufacture or sale of the Licensed Consumer Hydride Batteries by SHENZHEN HIGH POWER, its successors or assigns shall be obliged to pay a single royalty hereunder and only on the first sale of such Licensed Consumer Hydride Batteries and not on any subsequent sale or resale thereof and all end-users, distributors, customers, dealers, or suppliers of SHENZHEN HIGH POWER, its successors or assigns of such Licensed Consumer Hydride Batteries shall be licensed to use and/or sell the same.
3.4 All statements submitted and all payments made pursuant to Article 3.1 and Article
3.2 herein shall be stated and made in U.S. legal tender at the selling rate of authorized foreign exchange bankers in various individual countries under the license for transfers to New York in U.S. dollars on the date on which payments are made as required hereunder.
Payments and Royalties. 6.1 Company agrees to pay to MSU a non-refundable initial fee of One Thousand United States Dollars ($1,000.00) upon the execution of this License Agreement.
(a) Company shall pay to MSU a running royalty of Two and One Half percent (2.5%) of Adjusted Gross Sales. Where a Product or Process is not sold, but is otherwise disposed of, Adjusted Gross Sales for the purpose of computing royalties shall be the Adjusted Gross Sales price at which products or processes of similar kind and quality, sold in similar quantities, are currently being offered for sale by Company. Where such products and processes are not currently being separately offered for sale by Company, Adjusted Gross Sales shall be Company's cost of manufacture, determined by Company's customary accounting procedures, increased by 100 %.
(b) Company shall pay to MSU a running royalty of Two and One Half percent (2.5%) of sublicensee’s Adjusted Gross Sales.
6.3 Beginning in calendar year 2010, Company agrees to pay MSU an annual minimum payment as shown in the table below. Should the actual running royalties paid under Paragraph 6.2 fall short of this minimum amount, Company shall pay MSU the difference when the royalty payment for the last calendar quarter of such calendar year is due in accordance with Paragraph 6.4. Year Minimum Payment 2010-2014 $10,000.00 2015-termination $20,000.00
6.4 Company shall deliver to MSU within thirty (30) days after achieving developmental steps one through four of Article 3.3 the milestone payments as shown in the table below. Development Step Milestone Payment 1 $1,000.00 2 $2,000.00 3 $2,000.00 4 $10,000.00
6.5 Company shall deliver to MSU within thirty (30) days after the end of each calendar quarter:
(a) A written report showing all figures necessary to compute Adjusted Gross Sales and Company’s computation of all remuneration to MSU due under this Agreement for such calendar quarter, accompanied by a check in full payment of the remuneration due. Adjusted Gross Sales shall be segmented in each such report on a country-by-country basis, including the rates of exchange used for conversion to USA Dollars from the currency in which such sales were made.
(b) For any Adjusted Gross Sales which are made in a currency other than U.S. dollars, the amount of such sales shall be converted to U.S. Dollars using the currency exchange rates set forth in The Wall Street Journal on the last day of the calendar quarter.
(c) All payments due shall be made in U.S. dollars witho...
Payments and Royalties. 6.1 RIGEL shall upon the Effective Date:
(a) pay to STANFORD a noncreditable, nonrefundable license issue royalty of __________; and
(b) issue to STANFORD ___________________ Stock pursuant to a stock purchase agreement to be separately executed by the parties.
6.2 Subject to Section 6.6, RIGEL also agrees to pay the following minimum annual royalties to STANFORD within thirty (30) days after the occurrence of each date below: Anniversary of Effective Date Minimum Annual Royalty Due ----------------------------- -------------------------- First and Second _________ Third through Fifth _________ Sixth and Thereafter _________ These minimum annual royalty payments are nonrefundable, but they are creditable against earned royalties due to Stanford pursuant to Section 6.4. In addition, the minimum annual royalties set forth in this Section 6.2 shall be reduced by fifty percent (50%) if STANFORD abandons all patent applications from which Licensed Patents could issue prior to the time that any Licensed Patents issue. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
6.3 RIGEL also agrees to pay to STANFORD upon the occurrence of the following events, the following amounts: Event Milestones ----- ---------- Earlier of the execution of the first sublicense ____________ by Rigel under the Licensed Technology or 18 months after the Effective Date Earlier of the execution of the second sublicense ____________ by Rigel under the Licensed Technology or 48 months after the Effective Date Earlier of the execution of the third sublicense ____________ by Rigel under the Licensed Technology or 78 months after the Effective Date Execution of any additional sublicenses by Rigel ____________ after payment of all of the foregoing milestones
6.4 RIGEL shall pay to STANFORD earned royalties of ___________ of Net Sales during the Exclusivity Term. Should total earned royalties due on Licensed Products to STANFORD under this Agreement and any other agreement between STANFORD and RIGEL (the "Other Agreements") equal or exceed __________ of Net Sales, STANFORD shall, upon request by RIGEL, meet with RIGEL to discuss an appropriate mechanism, if RIGEL's royalty obligations under this Agreement and the Other Agreements render further development and commercialization of License Products uneconomic. The ...
Payments and Royalties. 17
7.1 Research Reimbursement Payments to Gene Logic............... 17 7.2 Research Support............................................ 18 7.3
Payments and Royalties. 4.1 On the Effective Date, VGI will issue to VICAL shares of VGI’s Series B Preferred Stock in such amount, and subject to the terms, as described in the Investment Agreement.
4.2 Subject to Section 4.3, for each LICENSED PRODUCT, VGI shall pay to VICAL a royalty of **1 of NET SALES of the LICENSED PRODUCT sold by VGI, its (sub)licensees and their respective AFFILIATES.
4.3 VGI acknowledges that the LICENSED INTELLECTUAL PROPERTY hereunder is a mix of various types of intellectual property, including patent rights and know-how. Accordingly, even in the event one or more VICAL PATENTS or other LICENSED INTELLECTUAL PROPERTY is declared void or not enforceable, or otherwise expires VGI shall continue to have royalty obligations under the terms of this Agreement; provided, however, in such case, and except as otherwise set forth below in this Section 4.3, such royalty obligations will cease in the event all information transferred 1 “**” indicates redacted confidential information pursuant to a confidential treatment request filed with the SEC. hereunder is finally determined by a court of competent jurisdiction after exhaustion of all appeals to be dedicated to the public domain. Notwithstanding the foregoing provisions, however, all royalty obligations under Section 4.2, with respect to a LICENSED PRODUCT, shall terminate on a country-by-country basis and on a LICENSED PRODUCT by LICENSED PRODUCT basis on the later of (i) seven (7) years after first country-wide launch of such LICENSED PRODUCT in such country or (ii) expiration of the last to expire VICAL PATENT licensed to VGI under this Agreement which covers the making, having made, importing, exporting, offering to sell or using or selling of such LICENSED PRODUCT in such country.
4.4 The manner in which statements and remittances of royalty and other payments are handled is as set forth in Article 9 hereof.
4.5 All payments to be made hereunder shall be by wire transfer of immediately available funds to an account designated by VICAL.
Payments and Royalties. 4.1 For the rights, privileges and license granted hereunder, LICENSEE shall pay to CMCC in the manner hereinafter provided to the end of the term of the Patent Rights or until this Agreement shall be terminated as hereinafter provided, whether the milestones are achieved under the sponsorship of CMCC, LICENSEE or a Sublicensee, the following milestone payments totaling $1,500,000 (one million and five hundred thousand dollars) for each Licensed Product:
4.1.1 $* (* dollars) due * the applicable Product Notice Date for such Licensed Product;
4.1.2 $* (* dollars) due *submission of the first Phase I/II IND (Investigational New Drug application) for any indication for such Licensed Product;
4.1.3 $* (* dollars) due * completion of a Phase II clinical trials for any indication for such Licensed Product; and
4.1.4 $* (* dollars) due * submission of a PLA (Product License Application) or an NDA (New Drug Application) for any indication for such Licensed Product.
4.2 LICENSEE shall pay to CMCC a royalty based on the Net Sales with respect to the Licensed Products or Licensed Processes used, leased or sold by LICENSEE, which said royalty shall be *% (* percent), or such lower rate as may be agreed upon in writing by the parties, of such Net Sales.
4.3 Where sublicenses have been granted, or strategic partnerships entered into, LICENSEE shall pay to CMCC *% (* percent) of any and all sublicensing payments, or such lower percentage as may be agreed upon in writing by the parties. Sublicensing payments are defined as any and all payments made to LICENSEE by the Sublicensee or strategic partner except for payments to support research and development conducted by LICENSEE, for purchases of equity, for payments for goods and services or for royalties based on the Net Sales with respect to the Licensed Product or Licensed Process. LICENSEE shall pay to CMCC *% of the royalty income paid to LICENSEE up to $* of cumulative Net Sales with respect to the Licensed Product or Licensed Process. After $* of cumulative Net Sales, LICENSEE shall pay to CMCC *% of royalty income to LICENSEE from the Sublicensee with a minimum payment of *% of Net Sales for sales of the Licensed Product made or the practice of the Licensed Process by the Sublicensee. If the royalty rate paid by the Sublicensee is reduced because of third party, non-infringing sales of a Thalidomide analog, the minimum payment of at least *% of Net Sales of the Licensed Product will be reduced proportional to the re...
Payments and Royalties. Payments and royalties payable to VA by Licensee shall be fulfilled as further described in Appendix C. VA obligations to Licensee, if any, are further described in Appendix D. A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses; or
Payments and Royalties. 3.01 LICENSEE shall make the following license fee payment to LICENSOR, which payment shall be non-refundable to LICENSEE for any reason: [*]
3.02 As consideration for the license under PATENTS granted to LICENSEE under this Agreement, LICENSEE shall pay to LICENSOR the following royalties ("Patent Royalty(ies)"):
(a) [*]
(b) [*]
(c) [*] ; and /*/ Confidential material omitted and filed separately with the Securities and Exchange Commission.
(d) [*] provided that the VACCINE sold is covered by a VALID CLAIM in the particular country where sales are made.
3.03 As consideration for the license to KNOW-HOW granted to LICENSEE under this Agreement, LICENSEE shall pay to LICENSOR royalties on NET SALES in those countries wherein there is no granted PATENT or wherein a patent application is pending or wherein there is no VALID CLAIM ("Know-How Royalty(ies)"), provided that the making, using or selling of VACCINE actually use KNOW-HOW which LICENSOR has identified in writing as being secret and substantial at the time of disclosure to LICENSEE. The rate of the Know-How Royalties payable under this Paragraph 3.03 shall, on a country-by-country basis, be [*] that would be payable under paragraph 3.02 hereto considering the applicable portion of annual NET SALES. In the event LICENSEE, in a specific country, faces competition with a vaccine which represents [*] of NET SALES in such country, the sale of which vaccine would infringe PATENTS if sold in patented countries (a "Competitive Vaccine"), the rate of the Know-How Royalties payable by LICENSEE to LICENSOR on NET SALES in such country shall only be [*] that, considering the applicable portion of annual NET SALES, would be payable under Paragraph 3.02 hereof. LICENSEE acknowledges that the supply of the Rotavirus 89.12 strain by LICENSOR to LICENSEE shall constitute supply of KNOW-HOW which is secret, substantial and identified as being secret and substantial and that Know-How Royalties due under this Paragraph 3.03, subject to Paragraph 3.05, shall be payable on NET SALES of VACCINE which contains such strain(s) or any strain derived therefrom.