Sublicensee Consideration Sample Clauses

Sublicensee Consideration. Sales of LICENSED PRODUCTS by each sublicensee shall be subject to the unit royalty due to SYSTEM prescribed in Article 3.02. Further, LICENSEE shall pay to SYSTEM a royalty of ____ percent (%) LICENSE INCOME. [Take into account stacking with other technologies and value of licensed technology to determine rate.]
Sample 1Sample 2Sample 3See All (5)
Sublicensee Consideration. Each sublicensee’s sales of LICENSED PRODUCTS are subject to the royalty due to SYSTEM prescribed in paragraph 3.03. Further, LICENSEE must pay SYSTEM half of other considerations not in the form of royalty that LICENSEE receives from each sublicensee for a grant of rights in PATENT RIGHTS, except that LICENSEE may not be required to remit to SYSTEM any portion of funds it receives from any sublicensee(s) when the funds are documented in writing as payments for the following purposes: (i) research, development, or testing of LICENSED PRODUCTS on LICENSEE’s behalf, or (ii) patent expenses for protection of PATENT RIGHTS to which the sublicensee is contributing.
Sample 1
Sublicensee Consideration. Sales of LICENSED PRODUCTS by each sublicensee will be subject to the unit royalty due to SYSTEM prescribed in paragraph 3.02. Further, LICENSEE must pay SYSTEM for other considerations not in the form of royalty received by LICENSEE from each sublicense for a grant of rights in PATENT RIGHTS in accordance with the following schedule: Effective Date of Sublicense Percentage of Other Sublicense Consideration due to SYSTEM Within the first year of the Effective Date of this Agreement 50% Within the second year of the Effective Date of this Agreement 35% Within the third year of the Effective Date of this Agreement 35% Any year following the third year of the Effective Date of this Agreement 20% In the event that LICENSEE is required to pay a percentage of Sublicense Consideration to one or more third parties in order to produce and/or sell the LICENSED PRODUCTS, the running royalty rate prescribed above shall be reduced in accordance with the following schedule: Effective Date of Sublicense Percentage of Other Sublicense Considerations due to third parties Percentage of Other Sublicense Consideration due to SYSTEM Percentage of Other Sublicense Consideration due to LICENSEE Within the first year of the Effective Date of this Agreement 35% 15% 50% Within the second and third year of the Effective Date of this Agreement 20% 20% 60% Any year following the third year of the Effective Date of this Agreement 20% 15% 65% Notwithstanding the foregoing, and as the only exception, LICENSEE may not be required to remit to SYSTEM any portion of funds it receives from any sublicensee(s) when the funds are documented in writing as payments for the following purposes: (i) research, development, or testing of LICENSED PRODUCTS, or (ii) patent expenses for protection of PATENT RIGHTS to which the sublicensee is contributing.
Sample 1
Sublicensee Consideration. Sales of LICENSED PRODUCTS by each sublicensee will be subject to the unit royalty due to SYSTEM prescribed in paragraph 3.02. Further, for any sublicense executed within two years of the EFFECTIVE DATE of this Agreement, ORAGENICS must pay SYSTEM forty percent (40%) of other considerations not in the form of royalty received by ORAGENICS from each sublicensee for a grant of rights in PATENT RIGHTS or LICENSED TECHNOLOGY. For any sublicense executed after two years of the EFFECTIVE DATE of this Agreement, ORAGENICS must pay SYSTEM twenty percent (20%) of any such other considerations from each sublicensee. Notwithstanding the above, ORAGENICS may not be required to remit to SYSTEM any portion of funds it receives from any sublicensee(s) when the funds are documented in writing as payments for the following purposes: (i) research, development, or testing of LICENSED PRODUCTS, or (ii) patent expenses for protection of PATENT RIGHTS to which the sublicensee is contributing.
Sample 1
Sublicensee Consideration. (a) Within […***…] days after the close of each calendar quarter, SGI shall: (i) provide Arcturus with a report of all Sublicense Income received by SGI and its Affiliates during such calendar quarter; and (ii) pay Arcturus […***…] percent ([…***…]%) of such Sublicense Income. For clarity, this is the sole consideration payable to Arcturus with respect to a sublicensee’s manufacture, use, or sale of a Product.
Sample 1

Related to Sublicensee Consideration

  • Sublicense Consideration Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) days of Company’s receipt. Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or milestone fees, running royalties and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget. The term “Fair Market Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing consideration.

  • 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.

  • Sublicense Income Company shall pay Medical School {***} of all Sublicense Income. Such amounts shall be due and payable within sixty (60) days after Company receives the relevant payment from the Sublicensee.

  • Sublicense (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • Sublicensee The term “Sublicensee” shall mean any third party to whom Licensee grants a sublicense or similar rights with respect to the rights conferred upon Licensee under this Agreement, as contemplated by Section 2.3. In addition, “Sublicensee” shall include any and all further third party Sublicensees that may be permitted under Section 2.3.

  • Sublicensing Rights Novartis and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(b), provided that (a) such sublicense (i) is in writing, (ii) is subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and (iii) requires the applicable sublicensee to comply with all applicable terms of this Agreement [***]; (b) with respect to Novartis or any of its Affiliates as the sublicensing Party to the extent required by the Key License Agreements as in effect on the Effective Date or the agreements for any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia of the grant of each sublicense and provides Intellia a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement to the extent that such redactions do not reasonably impair Intellia’s ability to ensure compliance with this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Property, as applicable, (c) Novartis or Intellia, as applicable, shall be responsible for the failure by its sublicensees to comply with, and Novartis or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • Sublicense Revenue In the event Licensee or an Affiliate of Licensee sublicenses under Section 2.2, Licensee shall pay CareFusion **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** of any Sublicense Revenues resulting from sublicense agreements executed by Licensee.

  • Sublicensing Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

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