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. Fees
6.1 GCT shall pay, to ARM, fees (“Fees”) as set out in and in accordance with Section 8 of the relevant Annex l.
6.2 If provided for in Section 8 of a relevant Annex 1, GCT shall pay, to ARM, a royalty (“Royalty”) in accordance with the provisions of such Annex I. NH/RT ARM/GCT Semiconductor, Inc. 28 June, 2011 Confidential LEC-ANX-03041-V4.0
6.3 GCT shall submit a report within thirty (30) days after the end of each Quarter, containing at least the information required by the form set out in Section 8 of each Annex I.
6.4 For any transactions, LICENSEE shall ensure and warrants that such transactions shall be conducted so that the ASP of any ARM Compliant Product or other device which contains royalty bearing ARM Technology licensed in accordance with the terms of this TLA, as the case may be, is not manipulated for the purpose of reducing the Royalties payable to ARM under this TLA. LICENSEE and ARM agree that the invoice price of any ARM Compliant Product or other device which contains royalty bearing ARM Technology licensed in accordance with the terms of this TLA, as the case may be, shall be determined solely by LICENSEE on the basis of relevant commercial and business factors, but that no internal transactions between any of GCT and its Subsidiaries shall he conducted so as to reduce the actual invoice price below the invoice price which would have been payable by an independent customer of LICENSEE. ARM acknowledges that the determination of the invoice price on such basis may have the incidental effect of reducing the Royalties payable to ARM under this TLA, but LICENSEE agrees that reducing the Royalties payable to ARM shall never be a material factor or permitted aim in its determination of the invoice price of any ARM Compliant Product or other device which contains royalty bearing ARM Technology licensed in accordance with the terms of this TLA, as the case may be.
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. In exchange for the grant of rights under this Agreement, Purchaser agrees to pay the following fees and royalties based on U.S. dollars:
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. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Patent Rights. LICENSEE shall pay UNIVERSITY:
(a) a license issue fee of * dollars (US$*), within thirty ((30) days after the Effective Date; This Paragraph 3.l (a) will survive the termination, expiration or assignment of this Agreement.
(b) license maintenance fees of * dollars (US$*) payable on the first anniversary of the Effective Date and * dollars (US$*) per year and payable on the second anniversary of the Effective Date and annually thereafter on each anniversary; provided however, that such maintenance fees will be creditable against earned royalties in any given payment period; [Material marked with an asterisk has been omitted from this document pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.]
(c) LICENSEE shall pay UNIVERSITY the following milestone payments for Field 1:
(i) IND submission for Licensed Product $*
(ii) First patient dosed in Phase I Clinical Trial for Licensed Product $*
(iii) First patient dosed in Phase II Clinical Trial for Licensed Product $*
(iv) First patient dosed in Phase III Clinical Trial for Licensed Product $*
(v) BLA (or NDA) submission to the FDA for Licensed Product $* LICENSEE shall pay UNIVERSITY the following milestone payments for Field 2:
(i) Completion of in vivo characterization and optimization of cell production for Licensed Product $*
(ii) First commercial sale of Licensed Product $*
(d) For Field 1: an earned royalty of * percent (*%) on Net Sales of Licensed Products For Field 2: an earned royalty of * percent (*%) on Net Sales of Licensed Products by LICENSEE, Sublicensees, and/or Affiliates, provided, however, that in the event LICENSEE is required to pay royalties to one or more third parties for patent rights necessary to make, use or sell Licensed Products, LICENSEE may deduct $* from the earned royalties payable to UNIVERSITY for every $* LICENSEE actually pays to said third parties; provided, however, in no event shall the amount payable to UNIVERSITY be less than * percent (*%) of the amount otherwise due; and
(e) percent (*%) of all Sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in Paragraphs 3.l (a) through 3.l (e) above shall be paid by LICENSEE purs...
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. 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. 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. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Patent Rights. LICENSEE shall pay UNIVERSITY:
(a) a license issue fee of five thousand dollars (US$5,000), one thousand (US$1,000) dollars of which will be paid within […***…] after the Effective Date, and the balance of which will be paid within […***…] after the Effective Date;
(b) license maintenance fees of […***…] per year and payable on the first anniversary of the Effective Date and annually thereafter on each anniversary; provided however, that LICENSEE’s obligation to pay this fee shall end on the date when LICENSEE is commercially selling a Licensed Product;
(c) LICENSEE shall pay UNIVERSITY the following milestone payments according to the following schedule of events: A $[…***…] […***…] B $[…***…] […***…] C $[…***…] […***…] D $[…***…] […***…] E $[…***…] […***…] F $[…***…] Upon cumulative Net Sales of $[…***…] in US dollars G $[…***…] Upon cumulative Net Sales of $[…***…] in US dollars H $[…***…] Upon cumulative Net Sales of $[…***…] in US dollars I $[…***…] Upon cumulative Net Sales of $[…***…] in US dollars J $[…***…] Upon cumulative Net Sales of $[…***…] in US dollars
(d) an earned royalty (“Earned Royalty”) of […***…] on Net Sales of Licensed Products by LICENSEE, Sublicensees, and/or Affiliates, provided, however, that the earned royalty due on Net Sales of Combination Product by LICENSEE and/or its Affiliate(s) shall be calculated as below: Earned Royalties due UNIVERSITY = […***…], where: […***…]; and […***…], that satisfy the requirements outlined in Paragraph 1.2 (“Combination Products”). For any products in B for which LICENSEE has reduced its earned royalties payable to UNIVERSITY under 3.1(d), this provision shall not apply.
(I) In the event LICENSEE is required to pay royalties to one or more third parties for patent rights necessary to make, use or sell Licensed Products, LICENSEE may deduct $[…***…] from the earned royalties payable to UNIVERSITY for every $[…***…] LICENSEE actually pays to said third parties; provided, however, in no event shall the amount payable to UNIVERSITY be less than […***…]% of the amount otherwise due, unless the Parties agree to otherwise in writing.
Fees and Royalties. The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial considerations for the license granted herein to LICENSEE under Patent Rights. LICENSEE shall pay UNIVERSITY:
(a) a license issue fee of fifty thousand United States Dollars (US$ 50,000) upon execution of the this Agreement;
(b) milestone payments in the amounts payable according to the following schedule or events by LICENSEE, its Affiliates or sublicensees with respect to the first Licensed Product:
(1) US$ 250,000- Completion of first Phase II clinical studies
(2) US$ 250,000- First Filing of a New Drug Application (NDA) or equivalent (3) US$ 500,000- Within 30 days of completion of regulatory agency review of New Drug Application (NDA) or equivalent, regardless whether the NDA or equivalent is approved or not
(c) an earned royalty of four percent (4%) on Net Sales of Licensed Products by LICENSEE, its Affiliates, or sublicensees; If LICENSEE is required to pay royalties to third parties on sales of Licensed Products under patents claiming the composition and/or method of making or using such Licensed Products and the resulting aggregate royalty rate is 10% or greater, then the royalty rate will be adjusted as follows: The royalty rate payable to UNIVERSITY will be reduced to a rate determined by multiplying the royalty rate by a fraction, the numerator of which is 10% and the denominator of which is the aggregate royalty rate, provided that University shall not receive less than 2% royalties. All fees and royalty payments specified in Paragraphs 3.1(a) through 3.1(c) above shall be paid by LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE to UNIVERSITY as noted in Paragraph 10.1.