Royalties Payment Terms Sample Clauses
The Royalties Payment Terms clause defines the schedule, method, and conditions under which royalty payments are made from one party to another, typically in licensing or intellectual property agreements. It specifies details such as the frequency of payments (e.g., quarterly or annually), the calculation basis (such as a percentage of sales or net revenue), and any reporting requirements or deadlines for payment. This clause ensures both parties have a clear understanding of when and how royalties are to be paid, reducing the risk of disputes and providing financial predictability.
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Royalties Payment Terms. 4.1 Royalties In consideration, and as a condition to the continuance, of the license granted under S▇▇▇▇▇▇ ▇, ▇▇▇▇ shall timely pay STI royalties equal to the greater of (i) 7% of Revenues for the corresponding quarter or (ii) any applicable Minimum Royalty for the corresponding quarter. No payment of Minimum Royalty hereunder is creditable towards royalty due for future quarters.
4.2 Reporting; payment During the term of this Agreement and for a period of two (2) years thereafter, BSTC shall keep and maintain all books of account relating to Revenue reasonably needed to support the calculation of royalties under this Agreement at its principal offices, in conformity with generally accepted accounting practices as observed in the United States. Within 15 days after the end of each calendar quarter, BSTC shall render a Royalty Statement to STI. BSTC shall pay to STI the royalty due for each calendar quarter within 15 days after the end of each calendar quarter by wire transfer in United States Dollars in readily available funds to an account designated by STI in the United States or such other place as STI may identify. STI may audit the books and records of BSTC relating to the calculation of any Royalty Statement. BSTC shall pay all costs and expenses of any audit if it shows an underpayment in connection with any such Royalty Statement by more than 5%.
4.3 Taxes In the event that BSTC is required by the laws of the People’s Republic of China to withhold or deduct any taxes, levies, fees, imposts, duties or similar charges (“Local Taxes”) from any payments hereunder to STI, or in the event that payments by BSTC to STI hereunder are otherwise subject to Local Taxes (in each case other than the national withholding tax on Chinese-source royalties paid to nonresidents of China that is currently imposed under Chinese domestic law (the “Withholding Tax”), but only to the extent that the Withholding Tax does not exceed a rate of 10%) then BSTC will pay such additional amounts to STI as shall be necessary in order that the net amounts received by STI, after withholding, deduction or payment of such Local Taxes, equal the amounts that would otherwise have been receivable by STI pursuant to this License Agreement in the absence of such Local Taxes.
Royalties Payment Terms. 5.4.1 Royalty Reduction for Comparable License Third Party Product Competition. [***] 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.
(a) For Licensed Products, during the Licensed Product Royalty Term for such Licensed Product, on a Licensed Product-by-Licensed Product, country-by-country and Calendar Year-by-Calendar Year basis, certain royalty reductions may apply as described in this Section 5.4.1(a). If during any Calendar Year both (1) one or more Comparable License Third Party Products for such Licensed Product are sold in such country, and (2) the License Annual Unit Sales for a Licensed Product in such country first decline by at least [***], then such [***] shall be the [***] for such Licensed Product for such country. After the [***], on a Licensed Product-by-Licensed Product and country-by-country basis, the royalties payable with respect to Licensed Products for the relevant country shall be subject to reduction as follows:
(i) If the License Annual Unit Sales of such Licensed Product during any Calendar Year [***] in such country are [***] in such country; or
(ii) If the License Annual Unit Sales of such Licensed Product during any Calendar Year [***] in such country are [***] in such country; then the royalties payable with respect to License Net Sales of such Licensed Product pursuant to Paragraph 2 of Exhibit C-1, C-2 or C-3, as applicable, in such country during such Calendar Year shall be reduced [***], if subsection (i) applies, or [***], if subsection (ii) applies.
(b) For Licensed Products that are described in Section 1.14(a), until the latest of (i) the [***], (ii) the [***], and (iii) the [***] anniversary of the date of First License Sale of such Licensed Product in such country, [***] royalties due with respect to such Licensed Products pursuant to this Section 5.4.1(b), but for clarity, the [***] of this Section 5.4.1(b). After the [***] of this Section 5.4.1(b), for such Licensed Products that are described in Section 1.14(a), royalties shall still be payable with respect to License Net Sales of such Licensed Products, on a Licensed Product-by-Licensed Product, country-by-country and Calendar Year-by-Calendar Year basis, but may be subject to reduction as described in this Section 5.4.1(b). [***] on a Licensed Product-by-Licensed Product and country-by-country basis, the royalti...
Royalties Payment Terms