SOFTWARE UPGRADE ROYALTIES Sample Clauses

SOFTWARE UPGRADE ROYALTIES. Software Upgrade royalty pricing is to be mutually agreed upon by the parties in the event a fee-bearing (other than on a nominal basis) Software Upgrade is distributed to End Users of Peerless-Branded Licensed Systems.
Sample 1
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SOFTWARE UPGRADE ROYALTIES. Peerless shall pay Adobe the royalties set forth in Paragraph 7 ("Software Upgrade Royalties") of EXHIBIT O ("Royalty Payments and Other Fees") of the Agreement for Software Upgrades to OEM Customer Licensed Systems, or in Paragraph 5 of EXHIBIT O-1 ("Royalty Payments and Other Fees for Royalty-Bearing Components of Peerless-Branded Licensed Systems") of the Agreement for Software Upgrades to Peerless-Branded Licensed Systems, or if special pricing applies, the royalty as set forth in the transmittal form for the Peerless/OEM Customer Licensed System Appendix which Adobe has formally executed, or Adobe/Peerless Licensed System Appendix, as applicable, for each Software Upgrade used internally or distributed by OEM Customer or by Peerless, as applicable, except as provided herein. Peerless shall not be obligated to pay Adobe a royalty for any Software Upgrade if the fee charged to the End User covers only the costs of the media and handling, provided that Peerless ensures that it or its OEM Customer, as applicable, uses commercially reasonable efforts to destroy the replaced version of the Revised Object and Font Programs. Notwithstanding the foregoing, (a) Adobe may, in its sole discretion, determine that a particular Software Upgrade shall be royalty bearing (e.g., if the Software Upgrade adds significant functionality), in which case such royalty shall be as specified in the transmittal form for a Peerless/OEM Customer Licensed System Appendix, which Adobe has formally executed, or a fully executed Adobe/Peerless Amend. 17 to PS Agmt. - Adobe/Peerles 14 Licensed System Appendix, and (b) Peerless shall pay an additional Licensed System and Font Program royalty for any Software Upgrade where Peerless and its OEM Customer do not use commercially reasonable efforts to destroy the existing Revised Object and Font Programs."
Sample 1
SOFTWARE UPGRADE ROYALTIES. Peerless shall pay Adobe the royalties set forth in Paragraph 7 ("Software Upgrade Royalties") of Exhibit O ("Royalty Payments and Other Fees") attached hereto, or if special pricing applies, the royalty as set forth in the transmittal form * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. for the applicable Licensed System Appendix, which Adobe had formally executed, for each Software Upgrade used internally or distributed by OEM Customer, except as provided herein. Peerless shall not be obligated to pay Adobe a royalty for any Software Upgrade if the fee charged to the End User covers only the costs of the media and handling, provided that Peerless ensures that its OEM Customer uses commercially reasonable efforts to destroy the replaced version of the Revised Object and Font Programs. Notwithstanding the foregoing, (a) Adobe may, in its sole discretion, determine that a particular Software Upgrade shall be royalty bearing (e.g., if the Software Upgrade adds significant functionality), in which case such royalty shall be as specified in the transmittal form for the applicable Licensed System Appendix, which Adobe has formally executed, and (b) Peerless shall pay an additional Licensed System and Font Program royalty for any Software Upgrade where Peerless and its OEM Customer does not use commercially reasonable efforts to destroy the existing Revised Object and Font Programs.
Sample 1

Related to SOFTWARE UPGRADE ROYALTIES

  • Know-How Royalty Notwithstanding the provisions of Section 5.4.1(a), in countries where the sale of Product by Merck or its Related Parties would not infringe a Valid Patent Claim, Merck shall pay royalty rates that shall be set at [***] of the applicable royalty rate determined according to Section 5.4.1(a). Such royalties shall be calculated after first calculating royalties under Section 5.4.1(a).

  • License Fees If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof.

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • Software License ICS will grant the Business Manager a non-exclusive and royalty-free right and license to use and copy software owned by ICS and to use certain third party software according to the terms of the applicable third party licenses to ICS, all in connection with the Business Manager’s obligations under the Agreement. ICS will provide the Business Manager with all upgrades to the licensed software.

  • Software Licenses Seller has all necessary licenses to use all material third-party software used in Seller's business, and Seller's use of third-party software does not infringe the rights of any Person.

  • Earned Royalties Subject to of Article 7 hereof, Licensee shall pay to Licensor for the rights granted hereunder a sum equal to one and [*****] of the Net Invoice Value of Trademarked Products Sold by Licensee (the "Royalties"). The Royalties shall be remitted in accordance with Section 7.4 of this Agreement. 6.2

  • Third Party Royalties Each party shall be responsible for all of its own costs of commercializing Products or licensing Intellectual Property Rights, including any payments to Third Parties for work done by such Third Parties or for licenses necessary for the manufacture, sale, or use of Products by a party or its Affiliates or sublicensees.

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • License Fee Controlled Affiliate will pay to BCBSA a fee for this License determined pursuant to the formula(s) set forth in Exhibit B.

  • Software Maintenance The Vendor represents and warrants that the Software delivered to the escrow agent pursuant to subsection 11.7 for redelivery to the Owner pursuant to the Escrow Agreement will be in a form suitable for reproduction by the Owner and will include the full Source Code language statement of the Software as used by the Vendor sufficient to allow maintenance and modification.

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