Fees and Royalties Sample Clauses
The FEES AND ROYALTIES clause defines the financial obligations between parties regarding payments for services, products, or intellectual property rights. It typically outlines the specific amounts or percentages to be paid, the schedule for such payments, and the method of calculation, such as fixed fees, recurring royalties, or revenue-based percentages. This clause ensures both parties have a clear understanding of the costs involved and helps prevent disputes by specifying how and when payments are to be made.
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Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to Cornell under this Agreement are partial consideration for the license granted herein to LICENSEE under Technology, and Patent Rights. LICENSEE shall pay Cornell:
(a) in recognition of LICENSEE being a new start-up business, a license issue fee of [***], of which [***] shall be paid in cash within thirty (30) days of Effective Date and [***] shall be paid in the form of a convertible promissory note attached herein as Appendix B and issued by LICENSEE to Cornell contemporaneously with the execution of this Agreement which shall be convertible into cash or shares of stock in LICENSEE upon either the completion of a Series B round of financing by LICENSEE which raises at least at [***] or one year from the Effective Date, whichever shall occur sooner.
(b) license maintenance fees payable on each anniversary of the Effective Date according to the following schedule; provided however, that LICENSEE's obligation to pay this fee shall end on the date when LICENSEE is commercially selling a Licensed Product in the first country of the Territory, and the license maintenance fee payable shall be pro-rated for the number of months remaining in that license year. Fee payable to Cornell Date [***] 1st - 3rd anniversaries of Effective Date [***] 4th anniversary of Effective Date [***] 5th anniversary of Effective Date [***] 6th anniversary of Effective Date and each subsequent anniversary thereafter, until the date of first commercial sale of a Licensed Product in the first country of sale
(c) milestone payments in the amounts payable according to the following schedule or events: Amount Date or Event [***] Filing of an IND [***] Completion of a Phase II clinical trial [***] Completion of a Phase III clinical trial [***] Marketing approval from the US FDA for first indication [***] Marketing approval in each non-US Major Market Region for first indication [***] Marketing approval from the US FDA for additional indications [***] Marketing approval in each non-US Major Market Region for each additional indication
(d) an earned royalty (i) of [***] on Net Sales of Licensed Products by LICENSEE and/or its Affiliate(s) in countries where the manufacture, use or sale of the Licensed Product is covered by a Valid Claim within the Patent Rights that exists in the country of sale and at the time of sale, subject to the anti-stacking provisions set forth in sub-paragraph (iii) below but provided, ho...
Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the licenses granted herein to LICENSEE under Patent Rights. LICENSEE shall pay UNIVERSITY:
(a) in recognition of LICENSEE being a startup business and in lieu of cash, a license issue fee in the form of one hundred and five thousand (105,000) shares of Chimerix, Inc. Common Stock, from the Three Million Five-Hundred Thousand (3,500,000) shares of Chimerix Common Stock authorized for issuance under LICENSEE’s Articles of Incorporation dated April 6, 2000 (Exhibit D); and such stock shall be delivered to UNIVERSITY within sixty (60) days of notification of final approval by the UNIVERSITY Office of the President in the name of “Shellwater & Co.”, a nominee of UNIVERSITY, provided however, that the acceptance of LICENSEE’s common stock is subject to:
(i) the final approval of the Office of the President of UNIVERSITY. In the event that such approval is not granted, this Agreement shall remain in effect and LICENSEE and UNIVERSITY shall renegotiate in good faith for a substitution of similar value for consideration.
(ii) LICENSEE and UNIVERSITY entering into a shareholder agreement outlining the rights of UNIVERSITY as a shareholder that is no less favorable to the UNIVERSITY than to the common share-holding founders and is acceptable to the UNIVERSITY.
(b) milestone payments in the amounts payable according to the following schedule of events: Amount Date or Event [...***...] LICENSEE begins a Phase I clinical trial; payable for each of the first three Licensed Products to begin a Phase I clinical trial [...***...] LICENSEE begins a Phase III clinical trial; payable for each of the first three Licensed Products to begin a Phase III clinical trial [...***...] LICENSEE receives the first US regulatory approval for the sale of the first Licensed Product for human therapeutic use [...***...] LICENSEE receives US regulatory approval for the sale of each subsequent Licensed Product(s) for human therapeutic use [...***...] LICENSEE receives regulatory approval for the sale of each Licensed Product in Europe [...***...] LICENSEE receives regulatory approval for the sale of each Licensed Product in Japan
(c) an earned royalty of [...***...] on Net Sales of Licensed Products by LICENSEE, or its Affiliate(s) (The “Royalty Rate”); provided however that:
(i) if LICENSEE is required to license the intellectual property of a Third P...
Fees and Royalties. 4.1 For the rights, privileges and license granted under this License Agreement, Licensee shall pay to the University the fees and royalties specified in Appendix C.
4.2 Notwithstanding Paragraph 4.1 above, Licensee has no obligation to pay royalties on SALES of LICENSED INVENTIONS to the U.S. Government or any agency thereof or any U.S. Government contractor who certifies that its purchase of the LICENSED INVENTION is for or on behalf of the U.S. Government. Licensee will not impose royalty charges on SALES of LICENSED INVENTIONS to U.S. Government entities and will refund to them any royalty collected on such SALES.
4.3 The first royalty payment due under this License Agreement is based on NET SALES by Licensee and its sublicensees from the effective date of this License Agreement through June 30 of the same calendar year, if the effective date is before June 30, or through December31 if the effective date is after June 30. Payment must be made within thirty (30) days from the end of such period. Subsequent royalty payments shall be calculated based on NET SALES by Licensee and its sublicensees during the semiannual periods extending from January 1 through June 30 and from July I through December 31 of each year, for as long as this License Agreement remains in effect. Royalty payments must be paid within thirty (30) days from the end of the respective semiannual period.
4.4 All payments due the University must be paid in U.S. currency to the University of California, Los Alamos National Laboratory, at the address set forth in LANL Document Control No. ▇▇-▇▇-▇▇▇▇▇
Paragraph 19.1. Licensee must convert NET SALES invoiced in foreign currency into equivalent U.S. currency at the exchange rate for the foreign currency prevailing as of the last day of the reporting period, as reported in the Wall Street Journal.
Fees and Royalties. In consideration for the license granted herein to LICENSEE under Patent Rights LICENSEE agrees to pay to UNIVERSITY:
(a) license maintenance fees of i) [***] on the [***] anniversary of the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] and annually thereafter on each anniversary of the Effective date;
(b) an earned royalty of [***] on Net Sales; [***] 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.
(c) [***] of all sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in this Paragraph 3.1 shall be paid by LICENSEE in accordance with the provisions of Paragraph 4.3. If there are multiple, stacking royalties required to be paid by LICENSEE to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***].
Fees and Royalties. In partial consideration for the rights granted herein, Licensee will pay to ULRF the fees, royalties and other amounts specified in Exhibit B, and will reimburse ULRF for costs incurred in connection with the Licensed Patents as provided in Section 9.2.
Fees and Royalties. As consideration for the license granted herein to LICENSEE under the Technology and Patent Rights, LICENSEE shall pay to VTIP the fees and royalties set forth in this Article 3. LICENSEE shall pay VTIP:
(a) a license issue fee of [****] Dollars ($[****]) upon execution of this Agreement.
(b) a license issue fee of [****] Dollars ($[****]), payable in [****] equal installments within 30 days after the LICENSEE has raised in excess of [****] Dollars ($[****]) in venture funding, and ending on the fourth anniversary thereof.
(c) milestone payments in the amounts payable according to the following schedule or events: For each product
(1) Phase I Complete $[****]
(2) Phase II Complete $[****]
(3) Phase III complete/NDA $[****]
(d) an earned royalty of up to [****] Percent ([****]%) of Net Sales on sales of Licensed Products by LICENSEE and/or its Affiliates.
(e) the applicable percentage (set forth below) of all sublicense fees from Sublicenses enacted during the Period as set forth below that are not earned royalties irrespective of date of receipt of payment: [****]% 6/26/04-6/25/05 [****]% 6/26/05-6/25/06 [****]% 6/26/06-6/25/07 [****]% 6/26/07-6/25/08 [****]% 6/26/08 and thereafter
(f) on sublicense royalty payments received by LICENSEE from its Sublicensees on sales of Licensed Product by Sublicensees, [****] Percent ([****]%) of the Net Sales of Sublicensees.
(g) For the avoidance of doubt, sales by Affiliates of LICENSEE shall be included under the royalty calculation under paragraph (d) above, and shall not be included in the royalty calculations under paragraphs (e) and (f) even if such Affiliates are Sublicensees of LICENSEE.
(h) Should LICENSEE be obligated to pay royalties to third parties for certain patent rights in order to manufacture, use or sell the Licensed Products or to practice the Licensed Methods, the parties agree to renegotiate, in good faith, the provisions of this Section 3.1 so that LICENSEE pays a reasonable aggregate royalty to VTIP and such third parties.
Fees and Royalties. The parties agree that NMT’s obligations to made payments due under this Agreement shall cease when it has paid to Drexel a cumulative total of four million dollars ($4,000,000.00) in royalty payments, sublicense initiation fees and any other such consideration due to Drexel under the terms of this Agreement (the “Total Payment”). Upon payment of the Total Payment as provided herein, all residual and security interests of Drexel in the Intellectual Property shall cease and terminate.
a) In partial consideration for the sale of the assignment of the Intellectual Property, NMT shall pay, to Drexel, the sum of Eighty-six Thousand Five Hundred Sixty-five ($86,565.00) Dollars as an advance against royalties due Drexel. This sum shall be paid concurrent with the execution of this Agreement.
b) In further consideration for the sale of the Intellectual Property, NMT shall pay to Drexel:
a) A non-refundable minimum quarterly royalty of twelve thousand five hundred dollars ($12,500) beginning on January 1, 2004 and continuing on the first day of each calendar quarter thereafter (April 1, July 1, October 1, January 1). The minimum quarterly royalty payment paid hereunder shall serve as an advance payment against the Total Payment.
b) In further consideration for this Agreement to be applied to the Total Payment, NMT shall pay to Drexel a royalty of two and one-half percent (2.5%) of the Net Sales of Covered Products made, made for, used or sold by NMT, its affiliates and/or sublicensees. Payments are due to Drexel during the calendar quarter in which NMT receives payment from its customer, affiliate and/or sublicensees.
c) In addition, NMT shall pay to Drexel ten percent (10.0%) of any Sublicense initiation fee paid by each Sublicensee of the Assignment Agreement to be credited towards the Total Payment. Payments are due to Drexel during the calendar quarter in which NMT receives payment from its sublicensee. If any of the sublicense fee paid by the sublicensee shall be in the form of non-publicly traded equity, the parties agree that they shall place Drexel’s portion of the sublicense initiation fee into escrow. All dividends and sale proceeds relating to the holdings of the escrow agreement shall be paid to Drexel as they are converted to cash or a readily marketable security.
Fees and Royalties. For the rights, privileges and license granted hereunder, LICENSEE shall pay to UTRF the following fees and royalties in the manner hereinafter provided until this Agreement expires or is terminated.
Fees and Royalties. For the rights granted under this Agreement, including both Article 2 and Article 3, GEN-PROBE shall pay fees and royalties set forth in this Article 4.
Fees and Royalties. 5.1 In consideration of the licenses granted in Clause 2.1 for the ARM Secure Core Transfer Materials, LICENSEE shall pay ARM a fee (each a “Core Licence Fee”) for each Unique ARM Secure Core Based Product developed by LICENSEE as set out in and in accordance with Schedule 7 Part A. If within three (3) years after the Effective Date, LICENSEE pays ARM [*****] Core Licence Fees for [*****] Unique ARM Secure Core Based Products, then during the continuance of this Agreement, LICENSEE shall not have any obligation to pay Core Licence Fees for the [*****] Unique ARM Secure Core Based Products.
5.2 In consideration of the licenses granted in Clause 2.1 for the MME Transfer Materials, LICENSEE shall pay, ARM a fee (“MME Licence Fee”) as set out in and in accordance with Schedule 7 Part B.
5.3 In consideration of the licenses granted in Clause 2.1, LICENSEE shall pay to ARM a royalty (“Royalty”), as determined in accordance with the table in Schedule 8, for each unit of ARM Secure Core Based Product sold, supplied or otherwise distributed by LICENSEE.
5.4 In consideration of the ARM Maintenance (defined in Clause 8.1) LICENSEE shall pay, ARM, annual fees (each a “Maintenance Fee”) as set out in and in accordance with Schedule 7 Part C. The Maintenance Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties.
5.5 In consideration of the ARM Support (defined in Clause 8.2) LICENSEE shall pay, ARM, annual fees (each a “Support Fee”) as set out in and in accordance with Schedule 7 Part D. The Support Fees shall be fixed for two (2) years after the Effective Date and thereafter shall be subject to re-negotiation between the parties.
5.6 Royalties (defined in Clause 5.3) due to ARM under this Agreement shall be paid in accordance with the terms set out in Schedule 4.
5.7 LICENSEE shall keep all records of account as are necessary to demonstrate compliance with its obligations under this Clause 5 for six (6) years from the date of each royalty report.
5.8 ARM shall have the right for representatives of a firm of independent Chartered Accountants to which LICENSEE shall not unreasonably object (“Auditors”), to make an examination and audit, by appointment made at least thirty (30) days prior to the audit, during normal business hours, not more frequently than once annually, of all records and accounts as may under recognised accounting practices contain information including; (i) the number of un...