Royalty Consideration Clause Samples
The Royalty Consideration clause defines the payment terms under which royalties are calculated and paid from one party to another, typically in exchange for the use of intellectual property such as patents, copyrights, or trademarks. This clause outlines the basis for royalty calculations, such as a percentage of sales, a fixed fee per unit, or other agreed metrics, and may specify payment schedules, reporting requirements, and audit rights. Its core function is to ensure both parties have a clear understanding of how and when royalties are owed, thereby reducing the risk of disputes and ensuring fair compensation for the use of protected assets.
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Royalty Consideration. As additional consideration for the purchase of the Purchased Assets, the Buyer agrees to make the following payments to the Seller in accordance with, and subject to the conditions of, this Section 2.2(c) and Section 6.1 (the sum of any such payments, if any, the “Royalty Consideration”):
(i) A 5% royalty on a quarterly basis beginning on the Closing Date, and terminating on the ten (10) year anniversary of the Closing Date, on all Net Sales of Products.
Royalty Consideration. At Completion, in consideration of NLS assigning the Shareholder Loans and Encumbrances therefor to the Purchaser pursuant to clause 5.1 hereof, the Purchaser will grant a royalty to NLS on the terms of the Royalty Agreement.
Royalty Consideration. As consideration for the Services, and as an ongoing contingent consideration, Voice Assist shall pay to N2OFF royalties based on Gross Profits from New Future Projects (as defined below), on the following basis: (i) seventy-five percent (75%) of Gross Profit (as defined below) generated during each of the first three (3) years following the Execution Date; (ii) fifteen percent (15%) of Gross Profit generated during the fourth (4th) through the tenth (10th) years following the Execution Date; and (iii) five percent (5%) of Gross Profit generated thereafter, for the life of this Agreement (collectively, the “Royalty Consideration”). For the avoidance of doubt, the Royalty Consideration shall include projects in Ethiopia if such projects close during the term of this Agreement.
Royalty Consideration. (a) Except as otherwise provided in Section 3.2(c) hereof, Buyer shall pay to Seller [REDACTED: Royalty percentage] royalty on Net Sales in the Territory from the Closing and until December 31, 2023 (the “Royalty”). Thereafter the Royalty shall decrease to [REDACTED: Royalty percentage] of Net Sales until December 31, 2034. The Royalty provided in this Section 3.2(a) shall be determined after deduction of amounts spent by Buyer or its Licensee as part of the Minimum Promotional Spend. In the event a Generic Product is launched in the Territory by an independent Third Party, the applicable royalty will be reduced to [REDACTED: Royalty percentage] of Net Sales.
(b) Buyer agrees to use Commercially Reasonable Efforts to market and commercialize the Product in the Territory itself or through a Third Party licensee, including to identify and enter into engagements with prospective licensees in the Territory. "Commercially Reasonable Efforts" means, with respect to commercialization of a Product, those efforts and resources applied by Buyer to its own products at a similar stage of development or commercialization, with a similar likelihood of technical success and regulatory approval, and with similar commercial and economic potential, taking into account all relevant considerations including the safety and efficacy profile, development and manufacturing expense, resource and investment needs, the patent and data exclusivity protection, the regulatory approval requirements, competitive products (both commercialized and in development), the potential return on investment, the potential profitability, and, scientific or commercial viability. In addition, during the [REDACTED: Time period] from the Closing Date, Buyer or its licensee will spend a minimum of [REDACTED: Amount related to advertising and promotional activities] on direct advertising and promotional activities specifically related to launching and commercializing the Product in the Territory (the “Minimum Promotional Spend”); provided, however that the Buyer’s Minimum Promotional Spend obligation shall be suspended for any month (and the [REDACTED: Time period] period shall be correspondingly extended) in which the launch or sale of the Product in the Territory is delayed by a Launch Delay Event. For purposes of this Section 3.2(b), a “Launch Delay Event” shall mean (i) an event that Buyer and Seller mutually agree in writing should constitute a Launch Delay Event, (ii) a position taken by the US Food...
Royalty Consideration. So long as this Agreement remains effective, the Buyer shall pay to the Sellers or to an entity or person of the Sellers' designation, one and one half percent (1.5%) of the Net Revenues generated by the Company on the sale of all Equipment.
Royalty Consideration. In consideration for the rights granted to it, VapAria shall further pay royalties as described in this Article.
Royalty Consideration. In consideration for the rights it has been granted, CQENS has received value it deems sufficient and appropriate and will not charge LEAP royalties nor will LEAP be required to pay royalties in connection with the licenses and rights extended. In no event shall LEAP be obligated to make any payment or other remuneration to CQENS in connection with this Agreement; it being acknowledged and agreed that all such remuneration has been paid to CQENS in connection with that certain Contribution Agreement entered into by and between the parties as of the date hereof (the “Contribution Agreement”).
Royalty Consideration