Royalty. 6.1 From the Completion Date up to when the Licensee exercises the Option to Purchase pursuant to Article 4the Licensee will pay to the Licensor a perpetual royalty equal to $100,000 dollars per year (the “Royalty”). The Licensee will pay the Royalty to the Licensor by the end of 30 days following the end of each calendar year for the previous year. 6.2 From the date that the Licensee exercises the Option to Purchase, the Licensee and its Affiliates will pay to the Licensor a perpetual royalty equal to 5% of the Selling Price for any sale of the Licensed Products by or for the Licensee under this agreement (the “Post Purchase Royalty”). The Licensee will pay the Post Purchase Royalty to the Licensor by the end of 10 days following the end of each calendar month for the previous month’s sales. 6.3 If the aggregate Post Purchase Royalty payments at the end of a calendar year equal less than $100,000 (the “Minimum Royalty”), then the Licensee will pay the difference between the aggregate Post Purchase Royalty paid and the Minimum Royalty to the Licensor. The Minimum Royalty is payable at the end of each calendar period regardless or irrespective of whether the Licensee has actually used the Licensed Assets. 6.4 The Licensee will furnish the Licensor, within 10 days after the end of each calendar month, a Royalty report prepared by a responsible individual or corporate officer showing in detail the Post Purchase Royalty, if any, due to the Licensor as of the end of the previous calendar month and such reasonable supporting information as the Licensor may request. 6.5 The Licensee will keep and maintain, in accordance with generally accepted accounting principles, full, clear and accurate books, records and accounts relating to the sale of the Licensed Assets. The Licensee will permit an independent auditor selected by the Licensor to examine the books, records and accounts, on reasonable notice, for the purpose of determining the Post Purchase Royalty due and payable to the Licensor. Should any audit by the Licensor determine a discrepancy of 5% or more in the Licensor’s favour, then the Licensee will repay the Licensor for the cost of the audit, and will immediately pay the amount of the discrepancy to the Licensor. 6.6 The Post Purchase Royalty is exclusive of all federal, provincial, state, municipal and other government excise, sales and use taxes or assessments now in force or which may be enacted in the future. 6.7 Except as otherwise specified in this agreement or agreed to by the parties, each party will be solely responsible for its out-of-pocket expenses incurred in the performance of its obligations under this agreement. 6.8 The Licensee may buy out the Licensor’s Royalty at any time for a payment of $2 million dollars. Upon the Licensor’s receipt of the payment, all of Licensor’s rights to the Royalty end. 6.9 In the event Licensee does buy out the Licensor’s Royalty as provided in section 6.8 herein, and such buyout occurs prior to the end of a calendar year when the Royalty is due, the Licensee shall pay to Licensor a pro-rated Royalty based on the annual Royalty, and shall pro rate the sum due for that year by the months up to, and including, the month when the buyout occurs. The pro-rated Royalty payment for the buyout will be paid to Licensor by the end of 30 days following the buyout.
Appears in 1 contract
Royalty. 6.1 From the Completion Date up to when the Licensee exercises the Option to Purchase pursuant to Article 4the Licensee will pay to the Licensor a perpetual royalty equal to $100,000 dollars per year (the “Royalty”). The Licensee will pay the Royalty to the Licensor by the end of 30 days following the end of each calendar year for the previous year.
6.2 From the date that the Licensee exercises the Option to Purchase, the Licensee and its Affiliates will pay to the Licensor a perpetual royalty equal to 5% of the Selling Price for any sale of the Licensed Products by or for the Licensee under this agreement (the “Post Purchase Royalty”). The Licensee will pay the Post Purchase Royalty to the Licensor by the end of 10 days following the end of each calendar month for the previous month’s sales.
6.3 If the aggregate Post Purchase Royalty payments at the end of a calendar year equal less than $100,000 (the “Minimum Royalty”), then the Licensee will pay the difference between the aggregate Post Purchase Royalty paid and the Minimum Royalty to the Licensor. The Minimum Royalty is payable at the end of each calendar period regardless or irrespective of whether the Licensee has actually used the Licensed Assets.
6.4 The Licensee will furnish the Licensor, within 10 days after the end of each calendar month, a Royalty report prepared by a responsible individual or corporate officer showing in detail the Post Purchase Royalty, if any, due to the Licensor as of the end of the previous calendar month and such reasonable supporting information as the Licensor may request.
6.5 The Licensee will keep and maintain, in accordance with generally accepted accounting principles, full, clear and accurate books, records and accounts relating to the sale of the Licensed Assets. The Licensee will permit an independent auditor selected by the Licensor to examine the books, records and accounts, on reasonable notice, for the purpose of determining the Post Purchase Royalty due and payable to the Licensor. Should any audit by the Licensor determine a discrepancy of 5% or more in the Licensor’s favour, then the Licensee will repay the Licensor for the cost of the audit, and will immediately pay the amount of the discrepancy to the Licensor.
6.6 The Post Purchase Royalty is exclusive of all federal, provincial, state, municipal and other government excise, sales and use taxes or assessments now in force or which may be enacted in the future.
6.7 Except as otherwise specified in this agreement or agreed to by the parties, each party will be solely responsible for its out-of-pocket expenses incurred in the performance of its obligations under this agreement.
6.8 The Licensee may buy out the Licensor’s Royalty at any time for a payment of $2 million dollars. Upon the Licensor’s receipt of the payment, all of Licensor’s rights to the Royalty end.
6.9 In the event Licensee does buy out the Licensor’s Royalty as provided in section 6.8 herein, and such buyout occurs prior to the end of a calendar year when the Royalty is due, the Licensee shall pay to Licensor running royalties on a pro-rated Royalty based quarterly basis for every year during the Tenn of this Agreement on Licensee's Gross Revenue, in the annual Royaltyfollowing manner:
(i) a royalty of [***] of Gross Revenue for the period where Gross Revenue is up to $10 million in a calendar year,
(ii) a royalty of [***] on Gross Revenue in excess of [***] in a calendar year, and shall pro rate the sum due for that year by the months up to, and includingand
(iii) a royalty of [***] on Gross Revenue exceeding [***] (collectively, the month when the buyout occurs"Royalties") in a calendar year, all of which shall be inclusive of any taxes payable in respect of Royalties. The pro-rated Royalty payment for the buyout will All payments shall be paid made to Licensor by Licensee post deduction of taxes at source including any withholding taxes deducted at the end of 30 days following rates prevalent under the buyoutapplicable laws.
(iv) During the Deferred Royalty Period, it is hereby clarified that Licensee's obligations to pay Royalties shall be deferred and payable by Licensee to Licensor as follows: the deferred Royalties accrued or earned during the Deferred Royalty Period shall be treated as a loan from Licensor to Licensee, and shall, at the Licensor's election, be documented by a simple note payable, accruing no interest, and having a maturity date that is three (3) years from the Deferred Royalty Commencement Date, with payments to be amortized on a straight-line basis commencing two (2) years after the Deferred Royalty Commencement Date, and with the final payment due on the maturity date. Licensee also agrees to take all reasonable steps required by Licensor to secure Licensor's rights in the loan.
Appears in 1 contract
Royalty. 6.1 From the Completion Date up to when the Licensee exercises the Option to Purchase pursuant to Article 4the Licensee will pay 9.2.1 In addition to the Licensor a perpetual initial payments, Licensee agrees to pay an annual royalty equal to $100,000 dollars __4 % (__4 per year (cent) of the “Royalty”)Net Global Sales net of any withholding tax or any other tax of any kind and which may not be lower than the guaranteed minimum set out in 9.2.6 below. The Licensee will shall pay the Royalty to the Licensor by the end of said royalty within 30 days following in four installments respectively as of the end of each calendar quarter on the basis of an itemized statement of sales plus the calculation of the royalty. _____ 4Excised. Confidential Treatment requested by Inter Parfums, Inc. No. 10.103:4.
9.2.2 Licensee shall provide Licensor annually with an itemized statement of annual sales for the previous year certified by its auditor no later than March 15. Said statement shall be used to calculate the annual royalty for the previous year. In the event of an adjustment between the amount of the quarterly royalties paid in the pervious year and the amount of the annual royalty calculated for the same year, said adjustment shall be added to or subtracted from the amount of the payment of the first quarter of the following year.
6.2 From 9.2.3 Licensor shall at all times have the date that right to cause Licensee's representations to be audited by a third-party expert and in particular the itemized statement of annual sales of Products. Said audit may cover the previous four (4) calendar years. Licensee exercises agrees to keep the Option necessary records for the time required for such purpose and to Purchase, fully cooperate with the Licensee and its Affiliates will pay to audit. In the Licensor a perpetual royalty equal to 5% event of an adjustment of the Selling Price royalties owed for any sale of the Licensed Products by or for the Licensee under this agreement (the “Post Purchase Royalty”). The Licensee will pay the Post Purchase Royalty to the Licensor by the end of 10 days following the end of each calendar month for the previous month’s sales.
6.3 If the aggregate Post Purchase Royalty payments at the end of a calendar year equal less higher than $100,000 (the “Minimum Royalty”)EUR 150,000 in favor of Licensor, then the Licensee will shall pay the difference between full cost of the aggregate Post Purchase Royalty paid and the Minimum Royalty audit in addition to the Licensoradjustment. The Minimum Royalty is payable at the end of each calendar period regardless or irrespective of whether the Licensee has actually used the Licensed Assets.
6.4 The Licensee will furnish the Licensor, within 10 days after the end of each calendar month, a Royalty report prepared by a responsible individual or corporate officer showing in detail the Post Purchase Royaltyadjustment, if any, due to the Licensor as of the end of the previous calendar month and such reasonable supporting information as the Licensor may request.
6.5 The Licensee will keep and maintain, in accordance with generally accepted accounting principles, full, clear and accurate books, records and accounts relating to the sale of the Licensed Assets. The Licensee will permit an independent auditor selected by the Licensor to examine the books, records and accounts, on reasonable notice, for the purpose of determining the Post Purchase Royalty due and payable to the Licensor. Should any audit by the Licensor determine a discrepancy of 5% or more in the Licensor’s favour, then the Licensee will repay the Licensor for the cost of the audit, and will immediately pay the amount audit shall be paid within thirty (30) days as of the discrepancy submission of the findings of the audit by Licensor to the LicensorLicensee.
6.6 The Post Purchase Royalty is exclusive 9.2.4 To calculate the quarterly royalty, the amounts of all federal, provincial, state, municipal and the Net Global Sales in currencies other government excise, sales and use taxes or assessments now than the euro shall be converted into euro on the basis of the foreign exchange rates used in force or which may be enacted in Paris by the futureBanque de France on the last day of the given quarter.
6.7 Except as otherwise specified 9.2.5 Licensee shall keep accurate records of Advertising and Promotional expenses in this agreement or agreed to by the parties, each party will be solely responsible for its out-of-pocket expenses incurred in the performance of its obligations under this agreement.
6.8 The Licensee may buy out the Licensor’s Royalty at any time for a payment of $2 million dollars. Upon the Licensor’s receipt respect of the payment, all of Licensor’s rights to Products and expenses for promotional objects distributed under the Royalty end.
6.9 In the event Licensee does buy out the Licensor’s Royalty as provided in section 6.8 herein, and such buyout occurs prior to the end of a calendar year when the Royalty is due, the Licensee shall pay to Licensor a pro-rated Royalty based on the annual Royalty, Licensed Marks and shall pro rate the sum due for that year allow an auditor authorized by the months up to, and including, the month when the buyout occursLicensor to audit them at its expenses. The pro-rated Royalty payment for the buyout will Said auditor shall be paid to Licensor bound by the end of 30 days following the buyouta professional secrecy obligation.
Appears in 1 contract
Royalty. 6.1 From 8.1 In consideration of the Completion Date up to when the rights, licenses, consents and services specified in this Agreement, Licensee exercises the Option to Purchase pursuant to Article 4the Licensee will shall pay to SamEurope during the Licensor Term for the use of Samsonite Intellectual Property in the Territory a perpetual royalty equal to $100,000 dollars per year in the amount of five percent (5%) of Licensee's Net Sales of Licensed Products (the “"Royalty”").
8.2 The Royalty shall:
8.2.1 be calculated and accrued for each one (1) month period during the Term; and
8.2.2 first be payable no later than 28 February 2006 for the period from the Subscription Date through 31 December 2005. The Thereafter, Licensee will shall pay to SamEurope the Royalty to no later than 28 February of the Licensor by the end of 30 days following the end of each calendar year for the previous yearimmediately preceding Fiscal Year during the Term.
6.2 From 8.3 Licensee shall keep detailed records showing the Net Sales of all Licensed Products in the Territory in sufficient detail to enable SamEurope or its representative to verify the amount of Royalty payable. Such records shall be maintained for at least ten (10) years following the latest date that covered by such records. On or before 28 February following each Fiscal Year during the Licensee exercises the Option to PurchaseTerm, the Licensee and its Affiliates will pay to the Licensor a perpetual royalty equal to 5% within fifteen (15) days after termination of the Selling Price this Agreement for any sale reason, Licensee shall deliver to SamEurope:
8.3.1 a statement executed by an authorized officer of Licensee indicating the Net Sales of Licensed Products by or Licensee during the preceding Fiscal Year; and
8.3.2 the Royalty due to SamEurope under this Agreement for the Licensee preceding Fiscal Year the statement referred to in paragraph 8.3.1 above.
8.4 All Royalty payments due under this agreement Agreement shall be calculated and paid in USD (the “Post Purchase Royalty”)"Designated Currency") to SamEurope. The In determining the amount of Designated Currency due SamEurope under this Agreement, the Net Sales made by Licensee will pay the Post Purchase Royalty shall be converted to the Licensor by the end of 10 days following the end of each calendar month for the previous month’s sales.
6.3 If the aggregate Post Purchase Royalty payments Designated Currency at the end of a calendar year equal less than $100,000 (the “Minimum Royalty”)exchange rate quoted by Mizuho Bank, then the Licensee will pay the difference between the aggregate Post Purchase Royalty paid and the Minimum Royalty to the Licensor. The Minimum Royalty is payable at the end of each calendar period regardless or irrespective of whether the Licensee has actually used the Licensed Assets.
6.4 The Licensee will furnish the LicensorToranomon Bank, within 10 days after the end of each calendar month, a Royalty report prepared by a responsible individual or corporate officer showing in detail the Post Purchase Royalty, if any, due to the Licensor as of the end last day of the previous calendar month and for which such reasonable supporting information as the Licensor may requestRoyalty payment is due.
6.5 The 8.5 SamEurope or its designated representative shall have the right during normal business hours and at SamEurope's sole cost and expense, to audit all pertinent books and records of Licensee will keep and maintain, in accordance with generally accepted accounting principles, full, clear and accurate books, records and accounts relating pertaining to the sale of the Licensed Assets. The Licensee will permit an independent auditor selected by the Licensor to examine the books, records and accounts, on reasonable notice, Products for the purpose of determining verifying the Post Purchase Royalty actual amounts of Net Sales and Royalties due.
8.6 Taxes lawfully levied by governmental bodies within the Territory on payments due and payable to the LicensorSamEurope under this Agreement shall be borne by SamEurope. Should However, Licensee shall try to obtain on SamEurope's behalf any audit by the Licensor determine a discrepancy of 5% or more in the Licensor’s favour, then the Licensee will repay the Licensor for the cost reduction of the auditrate of withholding which is applicable under any law or double taxation treaty. If required by Applicable Law, and will immediately Licensee shall:
8.6.1 withhold the amount of each such tax payment due prior to payment to SamEurope;
8.6.2 pay the amount of the discrepancy such tax to the Licensorappropriate authority in a timely manner; and
8.6.3 promptly transmit to SamEurope official tax receipts or such other documentary evidence of payment as may reasonably be required by SamEurope.
6.6 The Post Purchase Royalty is exclusive of all federal, provincial, state, municipal and other government excise, sales and use taxes or assessments now in force or which may be enacted in the future.
6.7 Except as otherwise specified in this agreement or agreed to by the parties, each party will be solely responsible for its out-of-pocket expenses incurred in the performance of its obligations under this agreement.
6.8 The Licensee may buy out the Licensor’s Royalty at any time for a payment of $2 million dollars. Upon the Licensor’s receipt of the payment, all of Licensor’s rights to the Royalty end.
6.9 In the event Licensee does buy out the Licensor’s Royalty as provided in section 6.8 herein, and such buyout occurs prior to the end of a calendar year when the Royalty is due, the Licensee shall pay to Licensor a pro-rated Royalty based on the annual Royalty, and shall pro rate the sum due for that year by the months up to, and including, the month when the buyout occurs. The pro-rated Royalty payment for the buyout will be paid to Licensor by the end of 30 days following the buyout.
Appears in 1 contract
Sources: Sublicense and Distribution Agreement (Samsonite Corp/Fl)
Royalty. 6.1 From the Completion Date up to when the Licensee exercises the Option to Purchase pursuant to Article 4the Licensee will pay to the Licensor a perpetual royalty equal to $100,000 dollars per year (the “Royalty”). The Licensee will pay the Royalty to the Licensor by the end of 30 days following the end of each calendar year for the previous year.
6.2 From the date that the Licensee exercises the Option to Purchase, the Licensee and its Affiliates will pay to the Licensor a perpetual royalty equal to 5% of the Selling Price for any sale of the Licensed Products by or for the Licensee under this agreement (the “Post Purchase Royalty”). The Licensee will pay the Post Purchase Royalty to the Licensor by the end of 10 days following the end of each calendar month for the previous month’s sales.
6.3 If the aggregate Post Purchase Royalty payments at the end of a calendar year equal less than $100,000 (the “Minimum Royalty”), then the Licensee will pay the difference between the aggregate Post Purchase Royalty paid and the Minimum Royalty to the Licensor. The Minimum Royalty is payable at the end of each calendar period regardless or irrespective of whether the Licensee has actually used the Licensed Assets.
6.4 The Licensee will furnish the Licensor, within 10 days after the end of each calendar month, a Royalty report prepared by a responsible individual or corporate officer showing in detail the Post Purchase Royalty, if any, due to the Licensor as of the end of the previous calendar month and such reasonable supporting information as the Licensor may request.
6.5 The Licensee will keep and maintain, in accordance with generally accepted accounting principles, full, clear and accurate books, records and accounts relating to the sale of the Licensed Assets. The Licensee will permit an independent auditor selected by the Licensor to examine the books, records and accounts, on reasonable notice, for the purpose of determining the Post Purchase Royalty due and payable to the Licensor. Should any audit by the Licensor determine a discrepancy of 5% or more in the Licensor’s favour, then the Licensee will repay the Licensor for the cost of the audit, and will immediately pay the amount of the discrepancy to the Licensor.
6.6 The Post Purchase Royalty is exclusive of all federal, provincial, state, municipal and other government excise, sales and use taxes or assessments now in force or which may be enacted in the future.
6.7 Except as otherwise specified in this agreement or agreed to by the parties, each party will be solely responsible for its out-of-pocket expenses incurred in the performance of its obligations under this agreement.
6.8 The Licensee may buy out the Licensor’s Royalty at any time for a payment of $2 million dollars. Upon the Licensor’s receipt of the payment, all of Licensor’s rights to the Royalty end.
6.9 In the event Licensee does buy out the Licensor’s Royalty as provided in section 6.8 herein, and such buyout occurs prior to the end of a calendar year when the Royalty is due, the 11.1 Licensee shall pay to Licensor a pro-rated Royalty royalty based on Licensee's sales of the annual RoyaltyLicensed Products to all Non-Licensor Channels (Combined U.S. and non-U.S.). The sales to which the royalty rates will be applied, except for sales to Licensee Special Accounts, shall be based on Wholesale Price, and no reduction in the royalty shall pro rate be allowed for discounts given off Wholesale Price. With respect to sales to Licensee Special Accounts, the sum due sales to which the royalty rates will be applied shall be based on actual invoice price net of all taxes, duties, freight, insurance and credits for returns actually made, but no deduction shall be made for discounts for cash or * (CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 Act.) * With respect to all sales to Licensee Special Accounts, Licensee shall pay, in addition to the base royalty, * .
11.2 Starting in Contract Year 3 and continuing throughout the term of this Agreement, once Licensee's actual sales of the Licensed Products to Non-Licensor Channels in a particular Contract Year reach the established target sales figure for that year by Contract Year as set forth in Paragraph 10.1 above under the months up toheading * , a royalty rate of * shall be applied to all sales in that Contract Year over and above the established target sales figure, and including, the month when the buyout occurs. The pro-rated Royalty payment for the buyout will be paid Licensee shall make its royalty payments on such sales in such year to Licensor by based upon that * royalty rate, except that with respect to all such sales to Licensee Special Accounts, royalties shall be calculated as described in Schedule 4 attached hereto, and Licensee shall make its royalty payments on such sales in such year to Licensor based on such calculations. Starting in Contract Year 6 and continuing throughout the end term of 30 days following this Agreement, once Licensee's actual sales of the buyoutLicensed Products to Non-Licensor Channels in a particular Contract Year reach the established "super" target sales figure for that Contract Year as set forth in Paragraph 10.1 above under the heading * * , a royalty rate of * shall be applied to all sales in that Contract Year over and above the established "super" target sales figure, and Licensee shall make its royalty payments on * (CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24B-2 OF THE 1934 ACT.)
Appears in 1 contract
Sources: License Agreement (Movado Group Inc)
Royalty. 6.1 From Licensee agrees to pay Licensor six and 00/100 (6.00%) percent of the Completion Date up to when gross sales of any items of the Licensee exercises the Option to Purchase pursuant to Article 4the Product Line which are manufactured, distributed and/or marketed by Licensee. Licensee will pay make payment to the Licensor a perpetual royalty equal to $100,000 dollars per year within thirty (the “Royalty”). The Licensee will pay the Royalty to the Licensor by the end of 30 days following the end of each calendar year for the previous year.
6.2 From the date that the Licensee exercises the Option to Purchase, the Licensee and its Affiliates will pay to the Licensor a perpetual royalty equal to 5% of the Selling Price for any sale of the Licensed Products by or for the Licensee under this agreement (the “Post Purchase Royalty”). The Licensee will pay the Post Purchase Royalty to the Licensor by the end of 10 days following the end of each calendar month for the previous month’s sales.
6.3 If the aggregate Post Purchase Royalty payments at the end of a calendar year equal less than $100,000 (the “Minimum Royalty”), then the Licensee will pay the difference between the aggregate Post Purchase Royalty paid and the Minimum Royalty to the Licensor. The Minimum Royalty is payable at the end of each calendar period regardless or irrespective of whether the Licensee has actually used the Licensed Assets.
6.4 The Licensee will furnish the Licensor, within 10 30) days after the end of each calendar monthquarter, by mailing a Royalty report prepared by a responsible individual or corporate officer showing in detail the Post Purchase Royalty, if any, due check to the Licensor as of the end of the previous calendar month and such reasonable supporting information as the Licensor may request.
6.5 The Licensee will keep and maintainaddress set forth above, in accordance with generally accepted accounting principles, full, clear and accurate books, records and accounts relating to the sale of the Licensed Assets. The Licensee will permit an independent auditor selected unless otherwise notified by the Licensor to examine the books, records and accounts, on reasonable notice, for the purpose of determining the Post Purchase Royalty due and payable to the Licensor. Should any audit by During the Licensor determine a discrepancy one (1) year period commencing on the effective date of 5% or more in the Licensor’s favourthis PLA, then the Licensee will repay the Licensor for the cost of the audit, and will immediately pay the amount of the discrepancy to the Licensor.
6.6 The Post Purchase Royalty is exclusive of all federal, provincial, state, municipal and other government excise, sales and use taxes or assessments now in force or which may be enacted in the future.
6.7 Except as otherwise specified in this agreement or agreed to by the parties, each party will be solely responsible for its out-of-pocket expenses incurred in the performance of its obligations under this agreement.
6.8 The Licensee may buy out the Licensor’s Royalty at any time for a payment of $2 million dollars. Upon the Licensor’s receipt of the payment, all of Licensor’s rights to the Royalty end.
6.9 In the event Licensee does buy out the Licensor’s Royalty as provided in section 6.8 herein, and such buyout occurs prior to the end of a calendar year when the Royalty is due, the Licensee shall pay to Licensor a pro-rated Royalty based the minimum sum of Ten Thousand Dollars ($10,000.00) per year, said amount being payable on the annual Royalty, one year (1) anniversary thereof and shall pro rate the sum be creditable towards royalties due for that year by the months up to, and including, the month when the buyout occurs. The pro-rated Royalty payment for the buyout will be paid to Licensor by Licensee during the year in which such payment is made. If Licensee does not timely pay the minimum amount of Ten Thousand Dollars ($10,000.00) to Licensor during the license year of such one (1) year period, Licensor shall have the option, within ten (10) days after the due date, to give Licensee written notice of Licensor's intention to terminate this PLA. Licensee will, within thirty (30) days after the end of 30 days following each calendar quarter, submit a written report to Licensor setting forth for that quarter: the buyoutquantity and description of items of the Product Line which are manufactured, distributed and/or marketed by the Licensee and the amount of royalties owed. Licensor shall have the right, at its own expense, through a certified public accountant of its own choice, to inspect at reasonable times and with reasonable notice, the accuracy of Licensee's quarterly statements. Licensee, at its own cost and expense will make available to such accountants all information and records necessary to make such determinations.
Appears in 1 contract
Sources: Product License and Distribution Agreement (Wired Associates Solutions Inc)
Royalty. 6.1 From In consideration for the Completion Date up to when Exclusive Rights under the United American, Inc. Patents granted in this agreement (a), Licensee exercises the Option to Purchase pursuant to Article 4the Licensee will shall pay to United American, Inc. a total royalty in the amount of 1.5% of all goods sold during the term of this agreement.
6.1. In consideration of the rights granted herein Licensee shall pay Licensor a perpetual royalty equal to $100,000 dollars per year (the “Royalty”). The Licensee will pay the Royalty to the Licensor by the end of 30 days following the end of each calendar year for the previous year.
6.2 From the date that the Licensee exercises the Option to Purchase, the Licensee and its Affiliates will pay to the Licensor a perpetual royalty equal to 51.5% of the Selling Price for any sale of the Licensed Products by Revenue ("Running Royalties").
6.2. For the purpose of timing of payments, a Licensed Product shall be considered sold when Licensed Product Revenues are actually received and non- refundable.
6.3. If Licensee sells or otherwise transfers Licensed Products to an other licensee who pays content royalties to Licensor, then no royalties shall be due on such Licensed Products provided that Licensee is not aware or has no reason to be aware that such other licensee is re-selling or otherwise re-distributing such Licensed Products for the Licensee under this agreement (the “Post Purchase Royalty”). The Licensee will pay the Post Purchase Royalty to the Licensor by the end purpose of 10 days following the end of each calendar month for the previous month’s salesavoiding royalties hereunder.
6.3 If the aggregate Post Purchase Royalty payments at the end of a calendar year equal less than $100,000 6.4. Within thirty (the “Minimum Royalty”), then the Licensee will pay the difference between the aggregate Post Purchase Royalty paid and the Minimum Royalty to the Licensor. The Minimum Royalty is payable at the end of each calendar period regardless or irrespective of whether the Licensee has actually used the Licensed Assets.
6.4 The Licensee will furnish the Licensor, within 10 30) days after the end of each calendar monthhalf year ending on June 30 or December 31, commencing on the half year containing the Effective Date, Licensee shall pay Licensor the greater of either (a) the Running Royalties accrued during such calendar half year. Licensee shall provide Licensor with a report certified by Licensee's chief financial officer or the chief financial officer's designate (the "Royalty report prepared by a responsible individual or corporate officer showing in detail Report"), which includes:
6.4.1. the Post Purchase Royalty, number of sold Licensed Products during the calendar half year even if any, due to this number is zero;
6.4.2. the Licensor as of the end of the previous calendar month and Running Royalties owed on such reasonable supporting information as the Licensor may requestsold Licensed Products.
6.5 The Licensee will keep and maintain, in accordance with generally accepted accounting principles, full, clear and accurate books, records and accounts relating to the sale of the Licensed Assets6.4.3. The Licensee will permit an independent auditor selected by the Licensor to examine the books, records and accounts, on reasonable notice, for the purpose of determining the Post Purchase Royalty due and payable to the Licensor. Should any audit by the Licensor determine a discrepancy of 5% or more in the Licensor’s favour, then the Licensee will repay the Licensor for the cost of the audit, and will immediately pay the amount of Licensee's payment accompanying the discrepancy Royalty Report;
6.4.4. any other information that the Licensor and Licensee deem reasonable to ensure the Licensee is complying with this Agreement.
6.5. Payments to Licensor shall be made by wire transfer to the bank and account indicated by Licensor.
6.6 The Post Purchase Royalty 6.6. Licensor will credit to Licensee any overpayment of royalties made in error if such error is exclusive identified and fully explained by written notice to Licensor during the term of this Agreement.
6.7. Time is of the essence with respect to all federal, provincial, state, municipal and other government excise, sales and use taxes payments required hereunder.
6.8. All dollar amounts in this Agreement refer to United States dollars unless otherwise indicated. Any conversion to United States dollars shall be at the prevalling rate for bank cable transfers as quoted for the last day of such semiannual period by the Wall Street Journal.
6.9. Overdue payments shall be subject to a late payment charge calculated at an annual rate of three percent (3%) over the prime rate or assessments now in force or which may be enacted successive prime rates (as posted in the futureWall Street Journal) during the delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.
6.7 Except as otherwise specified in this agreement or agreed to by the parties, each party will be solely responsible for its out-of-pocket expenses incurred in the performance of its obligations under this agreement.
6.8 The Licensee may buy out the Licensor’s Royalty at any time for a payment of $2 million dollars. Upon the Licensor’s receipt of the payment, all of Licensor’s rights to the Royalty end.
6.9 In the event Licensee does buy out the Licensor’s Royalty as provided in section 6.8 herein, and such buyout occurs prior to the end of a calendar year when the Royalty is due, the Licensee shall pay to Licensor a pro-rated Royalty based on the annual Royalty, and shall pro rate the sum due for that year by the months up to, and including, the month when the buyout occurs. The pro-rated Royalty payment for the buyout will be paid to Licensor by the end of 30 days following the buyout.
Appears in 1 contract
Royalty. 6.1 From the Completion Date up Licensee agrees to when the Licensee exercises the Option to Purchase pursuant to Article 4the Licensee will pay to the Licensor a perpetual royalty equal at File PORTION OMITTED CONFIDENTIAL TREATMENT the sum Thirty Thousand Dollars ($30,000.00) per annum, payable in advance as minimum royalty, which shall be credited as payment on account of the actual royalties to $100,000 dollars per year (the “Royalty”). The be paid by Licensee will pay the Royalty to the Licensor by the end of 30 days following the end of each calendar year hereunder for the previous yearamount of Material removed from the above-described Premises. Licensee agrees to pay to Licensor actual royalties for Material removed from the Premises at the rate of Thirty Dollars ($30.00) per ton.
6.2 From 3.1 After all the date that minimum royalty, payment for the term hereof has been credited against the actual royalties due and payable to Licensor hereunder, Licensee exercises the Option to Purchase, the Licensee and its Affiliates will shall thereafter pay to the Licensor a perpetual royalty equal to 5% of the Selling Price for any sale of the Licensed Products by or for the Licensee under this agreement (the “Post Purchase Royalty”). The Licensee will pay the Post Purchase Royalty to the Licensor by the end of 10 days following the end of each calendar month for the previous month’s sales.
6.3 If the aggregate Post Purchase Royalty payments at the end of a calendar year equal less than $100,000 (the “Minimum Royalty”), then the Licensee will pay the difference between the aggregate Post Purchase Royalty paid and the Minimum Royalty to the Licensor. The Minimum Royalty is payable at the end of each calendar period regardless or irrespective of whether the Licensee has actually used the Licensed Assets.
6.4 The Licensee will furnish the Licensor, within 10 twenty (20) days after the end expiration of each and every calendar month during the period this agreement remains in effect, any and all additional, actual royalties due and payable to Licensor hereunder at the rates hereinabove provided for.
3.2 Licensee shall furnish to Licensor not later than the twentieth (20) day of each calendar month, during the period this agreement remains in effect, a Royalty report prepared statement in writing, in the form attached hereto as Exhibit "A," setting forth the weight or volume of Material removed from the Premises. The statement shall be accompanied by copies of sale receipts or weight certificates for all Material removed, together with a responsible individual or corporate officer showing in detail draft, payable to Licensor, for the Post Purchase Royaltyproper amount of royalty due Licensor. If no Material is removed, if any, due a statement to the Licensor as of the end of the previous calendar month and such reasonable supporting information as the Licensor may requestthat effect shall be furnished to Licensor.
6.5 The 3.3 Licensee will shall keep a complete and maintain, in accordance with generally accepted accounting principles, full, clear true account and accurate books, records and accounts relating to record of Material removed from the sale Premises. Licensee shall permit authorized representatives of the Licensed Assets. The Licensee will permit an independent auditor selected by the Licensor to examine the books, such accounts and records and accounts, on reasonable notice, for the purpose of determining the Post Purchase Royalty due and payable from time to the Licensor. Should any audit by the Licensor determine a discrepancy of 5% or more in the Licensor’s favour, then the Licensee will repay the Licensor for the cost of the audit, and will immediately pay the amount of the discrepancy to the Licensortime.
6.6 The Post Purchase Royalty is exclusive of all federal, provincial, state, municipal and other government excise, sales and use taxes or assessments now in force or which may be enacted in the future.
6.7 Except as otherwise specified in this agreement or agreed to by the parties, each party will be solely responsible for its out-of-pocket expenses incurred in the performance of its obligations under this agreement.
6.8 The Licensee may buy out the Licensor’s Royalty at any time for a payment of $2 million dollars. Upon the Licensor’s receipt of the payment, all of Licensor’s rights to the Royalty end.
6.9 3.4 In the event Licensee does buy out exercises its option to extend the Licensor’s Royalty term of this License in accordance with the provisions of Section 2.1 hereof, Licensor may increase the minimum and actual royalties payable during the Extension Period as provided herein. Licensor may give Licensee notice of an intended revision in section 6.8 hereinthe minimum and actual royalties (the "Revision Notice") at any time after Licensor's receipt of Licence's notice of election to extend the Initial Term of this agreement. Licensor shall endeavor, and such buyout occurs but shall not be obligated, to deliver the Revision Notice at least thirty (30) days prior to the end commencement of the Extension Term. Licensee shall give written notice of its acceptance or rejection of the revised royalties within twenty (20) days of its receipt of the Revision Notice. If Licensee fails to give such written notice in a calendar year when timely manner, Licensee shall be conclusively deemed to have accepted the Royalty is duerevised royalties as set forth in the Revision Notice. If Licensee gives timely written notice of its rejection of the proposed revised royalties, Licensor and Licensee shall have thirty (30) days within which to attempt to agree on the revised royalties for the Extension Term and the parties shall meet and confer as reasonably necessary. If the parties are able to agree on the revised royalties, the Licensee revised royalties shall pay to Licensor a pro-rated Royalty based take effect on the annual Royaltyfirst (St.) day of the Extension Term, regardless of the date on which such agreement is reached. If the parties are unable to agree within said thirty (30) day period, this License shall automatically terminate and neither party shall pro rate have any further rights or obligations hereunder except for obligations, of indemnity or otherwise, arising out of any act, omission, or event occurring prior to the sum due for that year by termination of this License. In no event shall the months up to, and including, the month when the buyout occurs. The pro-rated Royalty payment minimum royalty payable for the buyout will Extension Term be paid to Licensor by less than the end of 30 days following minimum royalty amount payable for the buyoutInitial Term.
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Sources: Lease for Mineral Rights (Workforce Systems Corp /Fl/)
Royalty. 6.1 From the Completion Date up to when the 8.1 The Licensee exercises the Option to Purchase pursuant to Article 4the Licensee will shall pay to the Licensor a perpetual royalty equal to $100,000 dollars per year (the “Royalty”). The Licensee will pay the Royalty to the Licensor by the end of 30 days following the end of each calendar year for the previous yearUSD 1.00.
6.2 From the date that the Licensee exercises the Option to Purchase, the Licensee and its Affiliates will pay to the Licensor a perpetual royalty equal to 5% of the Selling Price for any sale of the Licensed Products 8.2 All payments made by or for the Licensee under this agreement (are exclusive of VAT. If any payment constitutes the “Post Purchase Royalty”). The whole or any part of the consideration for a taxable or deemed taxable supply by the Licensor, the Licensee will pay the Post Purchase Royalty shall increase that payment by an amount equal to the Licensor by the end of 10 days following the end of each calendar month VAT that is chargeable for the previous month’s sales.
6.3 taxable or deemed taxable supply in question, provided that the Licensor shall have delivered a valid VAT invoice for the VAT to the Licensee. If the aggregate Post Purchase Royalty payments at the end of a calendar year equal less than $100,000 (the “Minimum Royalty”)Licensee fails to comply with its obligations under this clause, then the Licensee will it shall additionally pay the difference between the aggregate Post Purchase Royalty paid all interest and the Minimum Royalty penalties, which thereby arise to the Licensor. The Minimum Royalty If any VAT invoice is payable at the end of each calendar period regardless or irrespective of whether delivered to the Licensee after the relevant payment has actually used been made, the Licensed AssetsLicensee shall pay the VAT due within five (5) business days of the Licensor delivering a valid VAT invoice.
6.4 The Licensee will furnish the Licensor, within 10 days after the end of each calendar month, a Royalty report prepared by a responsible individual or corporate officer showing in detail the Post Purchase Royalty, if any, due to the Licensor as of the end of the previous calendar month 8.3 All royalties and such reasonable supporting information as the Licensor may request.
6.5 The Licensee will keep other sums payable under this agreement shall be paid free and maintain, in accordance with generally accepted accounting principles, full, clear and accurate books, records and accounts relating to the sale of the Licensed Assets. The Licensee will permit an independent auditor selected by the Licensor to examine the books, records and accounts, on reasonable notice, for the purpose of determining the Post Purchase Royalty due and payable to the Licensor. Should any audit by the Licensor determine a discrepancy of 5% or more in the Licensor’s favour, then the Licensee will repay the Licensor for the cost of the audit, and will immediately pay the amount of the discrepancy to the Licensor.
6.6 The Post Purchase Royalty is exclusive of all federal, provincial, state, municipal deductions and other government excise, sales and use taxes withholdings unless the deduction or assessments now in force withholding is required by law. If any deduction or which may be enacted in the future.
6.7 Except as otherwise specified in this agreement or agreed to withholding is required by the parties, each party will be solely responsible for its out-of-pocket expenses incurred in the performance of its obligations under this agreement.
6.8 The Licensee may buy out the Licensor’s Royalty at any time for a payment of $2 million dollars. Upon the Licensor’s receipt of the payment, all of Licensor’s rights to the Royalty end.
6.9 In the event Licensee does buy out the Licensor’s Royalty as provided in section 6.8 herein, and such buyout occurs prior to the end of a calendar year when the Royalty is duelaw, the Licensee shall pay to the Licensor any sum as will, after the deduction or withholding has been made, leave the Licensor with the same amount as it would have been entitled to receive in the absence of any such requirement to make a pro-rated Royalty based on deduction or withholding.
8.4 Royalties and any other sums payable under this agreement shall be paid in United States Dollar to the annual Royalty, and shall pro rate the sum due for that year credit of a bank account to be designated in writing by the months up to, and including, the month when the buyout occurs. The pro-rated Royalty payment for the buyout will Licensor.
8.5 Royalties payable under this agreement shall be paid to Licensor by within 30 days of the end of 30 days following each month, and for the buyoutpurpose of converting the local currency of the Licensee (in which the royalties arise) into United States Dollar, the rate of exchange to be applied shall be the rate of exchange applied by the New York bankers to the Licensor for the purchase of sterling with any foreign currency as at the close of business on the date when the relevant payment first becomes due].
8.6 The provisions of this Clause 8 (Royalty) shall remain in effect in the event of the termination or expiry of this agreement until the settlement of all subsisting claims by the Licensor.
Appears in 1 contract
Sources: Intra Group License Agreement (Wahed Real Estate Fund I LLC)
Royalty. 6.1 From Licensee shall pay quarterly to Licensor a royalty that is equivalent to the Completion Date up below stated percentage of its Net Proceeds from Sales of Products sold during such quarter pursuant to when the license granted herein.
4.1 The royalty rate for Products set forth on Schedule A shall be [redacted**] unless and until Licensee exercises the Exclusivity Option to Purchase pursuant to Article 4the of Section 2.02 of the Distribution Agreement, after which the royalty rate for electrosurgical generators sold exclusively by Licensee will pay to the Licensor a perpetual royalty equal to $100,000 dollars per year (the “Royalty”). The thereunder shall be [redacted**].
4.2 Royalties shall be calculated and paid quarterly for all Products sold during each Licensee will pay the Royalty to the Licensor by fiscal quarter, Royalties shall be payable immediately at the end of 30 such fiscal quarter, and are due to be received by Licensee within forty-five (45) calendar days following the end of each calendar year Licensee fiscal quarter for all sales made during such Licensee fiscal quarter. In the previous yearevent such royalty payments are not paid when due, Licensee shall be obligated to pay to Licensor interest on the total amount past due (including accrued interest) at a rate of one percent (1%) per month or portion thereof that said payment is late.
6.2 From 4.3 It is understood that on sales by Licensee to its sublicensees or affiliatedcompanies of a particular Product, royalties shall be paid on such sales on theaverage United States Net Proceeds from Sales for that instrument in the date that quarterlyperiod in which the Licensee exercises sale is made regardless of the Option actual price at which the instrument is sold to Purchase, the Licensee and its Affiliates will pay an affiliated company or sublicense or to the Licensor a perpetual royalty equal to 5% ultimate user of the Selling Price for any sale of the Licensed Products by or for the Licensee under this agreement (the “Post Purchase Royalty”)instrument. The Licensee will pay the Post Purchase Royalty only a single royalty per device sold by Licensee or its sublicensees or affiliates.
4.4 For purposes of this Agreement, “Net Proceeds from Sales” shall meanLicensee’s billing price of Products, less discounts allowed, credits for claims orallowances, returns, and less taxes or other government charges added to the Licensor faceof the invoice and paid by the end Licensee.
4.5 Licensee shall keep true books of 10 days following the end account containing an accurate and complete record of each calendar month all data necessary for the previous monthcomputation of royalties payable to Licensor hereunder. Licensor shall, at its own expense, have the right to nominate an independent certified public accountant who shall have access, during reasonable business hours, but no more than once per year, to such of Licensee’s sales.
6.3 records as are necessary to verify the accuracy of the royalty payments made under this license. If the aggregate Post Purchase Royalty payments at the end in an audit of Licensee’s records it is determined, and not disputed, that there is a calendar year equal less than $100,000 (the “Minimum Royalty”)shortfall in royalties reported for any reporting period under this Agreement, then the Licensee will pay the difference between the aggregate Post Purchase Royalty paid and the Minimum Royalty to the Licensor. The Minimum Royalty is payable at the end of each calendar period regardless or irrespective of whether the Licensee has actually used the Licensed Assets.
6.4 The Licensee will furnish the shall, upon request by Licensor, pay such shortfall (with interest as described in Section 4.2) within 10 ten (10) business days after the end of each calendar month, a Royalty report prepared by a responsible individual or corporate officer showing in detail the Post Purchase Royaltyand, if any, due to the Licensor as of the end of the previous calendar month and such reasonable supporting information as the Licensor may request.
6.5 The Licensee will keep and maintain, in accordance with generally accepted accounting principles, full, clear and accurate books, records and accounts relating to the sale of the Licensed Assets. The Licensee will permit an independent auditor selected by the Licensor to examine the books, records and accounts, on reasonable notice, for the purpose of determining the Post Purchase Royalty due and payable to the Licensor. Should any audit by the Licensor determine a discrepancy of 5% shortfall is three percent (3%) or more in royalties reported for the Licensor’s favouraudited period, then the Licensee will repay the shall also reimburse Licensor for the cost of the audit, and will immediately pay the amount of the discrepancy to the Licensor.
6.6 The Post Purchase Royalty is exclusive of all federal, provincial, state, municipal and other government excise, sales and use taxes or assessments now in force or which may be enacted in the future.
6.7 Except as otherwise specified in this agreement or agreed to by the parties, each party will be solely responsible for its reasonable out-of-pocket expenses incurred in the performance of its obligations under this agreement.
6.8 The Licensee may buy out the Licensor’s Royalty at any time for a payment of $2 million dollars. Upon the Licensor’s receipt costs of the payment, all of Licensor’s rights to the Royalty endaudit.
6.9 In the event Licensee does buy out the Licensor’s Royalty as provided in section 6.8 herein, and such buyout occurs prior to the end of a calendar year when the Royalty is due, the Licensee shall pay to Licensor a pro-rated Royalty based on the annual Royalty, and shall pro rate the sum due for that year by the months up to, and including, the month when the buyout occurs. The pro-rated Royalty payment for the buyout will be paid to Licensor by the end of 30 days following the buyout.
Appears in 1 contract
Royalty. 6.1 From (a) Commencing on the Completion Effective Date up and ending on December 31, 2015, Licensee agrees to when the Licensee exercises the Option to Purchase pursuant to Article 4the Licensee will pay to the Licensor a perpetual twelve and one-half percent (12.5%) quarterly royalty equal to on all professional fee revenues earned by Licensee over and above the first $100,000 dollars per year 10 million in professional fees earned by Licensee between the Effective Date and December 31, 2015 (the “RoyaltyLicense Fees”). Professional fee revenues will not include: (a) direct project expenses (e.g. travel) that are passed through directly to clients; (b) fees and expenses for contracted services (e.g. faculty/▇▇▇▇▇ professional fees, design firm fees, honoraria to speakers) that are passed through directly to clients without markup; and (c) fees and expenses paid to Licensor for software or services/work products. However, other external payments (e.g. faculty/▇▇▇▇▇ attribution payments) are included in professional fee revenues. The Licensee License Fees include all applicable sales, use, and other taxes and all applicable export and import fees, customs duties and similar charges, and Licensor will pay be responsible for payment of all such taxes (other than taxes based on Licensor’s income), fees, duties, and charges, and any related penalties and interest, arising from the Royalty to the Licensor by the end of 30 days following the end of each calendar year for the previous year.
6.2 From the date that the Licensee exercises the Option to Purchase, the Licensee and its Affiliates will pay to the Licensor a perpetual royalty equal to 5% payment of the Selling Price for any sale License Fees or the delivery or license of the Licensed Products by or for Technology to Licensee.
(b) On the six month anniversary of the Effective Date, and the expiration of each six month period thereafter, Licensee shall prepare and deliver to Licensor a written statement (a “Calculation Statement”) containing Licensee’s calculation of all Royalties due to Licensor under this agreement (the “Post Purchase Royalty”). The Licensee will pay the Post Purchase Royalty Section 4.1 with respect to such six month period along with a check in an amount equal to the Licensor by the end of 10 days following the end of each calendar month for the previous month’s salesamount set forth on such Calculation Statement.
6.3 (c) Licensee shall maintain complete and accurate records regarding all professional fee revenues earned by Licensee and all Royalties, and shall retain such records for a period of at least two years. During such period, all such records shall be made available for inspection and copying by Licensor (or Licensor’s designee) at Licensor’s expense during normal business hours upon at least five business day’s prior notice to Licensee. Licensor may cause such records of Licensee to be audited at Licensor’s expense upon reasonable notice. If any inspection or audit reveals a deficiency in the aggregate Post Purchase Royalty payments at the end of a calendar year equal less than $100,000 amounts paid to Licensor under this Section 4.1 for any period under audit (the an “Minimum RoyaltyAudit Deficiency”), then the Licensee will shall pay the difference between the aggregate Post Purchase Royalty paid and the Minimum Royalty to the Licensor. The Minimum Royalty is payable at the end of each calendar period regardless or irrespective of whether the Licensee has actually used the Licensed Assets.
6.4 The Licensee will furnish the Licensor, such Audit Deficiency within 10 five business days after the end of each calendar month, a Royalty report prepared by a responsible individual or corporate officer showing in detail the Post Purchase Royalty, if any, due to the Licensor as of the end of the previous calendar month and such reasonable supporting information as the Licensor may request.
6.5 The Licensee will keep and maintain, in accordance with generally accepted accounting principles, full, clear and accurate books, records and accounts relating to the sale of the Licensed Assets. The Licensee will permit an independent auditor selected by the Licensor to examine the books, records and accounts, on reasonable notice, for the purpose of determining the Post Purchase Royalty due and payable to the Licensor. Should any audit by the Licensor determine a discrepancy of 5% or more in the Licensor’s favour, then the Licensee will repay the Licensor for the cost of the audit, and will immediately pay the amount of the discrepancy to the Licensor.
6.6 The Post Purchase Royalty is exclusive of all federal, provincial, state, municipal and other government excise, sales and use taxes or assessments now in force or which may be enacted in the future.
6.7 Except as otherwise specified in this agreement or agreed to by the parties, each party will be solely responsible for its out-of-pocket expenses incurred in the performance of its obligations under this agreement.
6.8 The Licensee may buy out the Licensor’s Royalty at any time for a payment of $2 million dollars. Upon the Licensor’s receipt of the payment, all of Licensor’s rights notice to Licensee of the Royalty end.
6.9 In Audit Deficiency. If the event Licensee does buy out Audit Deficiency is five percent (5%) or more of the Licensor’s Royalty as provided in section 6.8 herein, and such buyout occurs prior to the end of a calendar year when the Royalty is due, the Licensee shall pay to Licensor a pro-rated Royalty based on the annual Royalty, and shall pro rate the sum due for that year by the months up to, and including, the month when the buyout occurs. The pro-rated Royalty payment for the buyout will be aggregate amount paid to Licensor for such audit period, Licensee shall also reimburse Licensor for all costs and expenses incurred by the end of 30 days following the buyoutLicensor in connection with such audit.
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