Common use of Payments and Royalties Clause in Contracts

Payments and Royalties. 3.1 As an initial non-refundable payment for the licenses and rights herein granted to SHENZHEN HIGH POWER under this Agreement, SHENZHEN HIGH POWER shall pay to OBC the up-front fees, without subtraction or deduction of Chinese withholding taxes, if any, pursuant to the schedule set forth in Appendix II attached hereto. 3.2 In addition to the lump sum payment under Article 3.1 above, SHENZHEN HIGH POWER shall pay to OBC non-refundable running royalties, also pursuant to the schedule set forth in Appendix II hereto, of the Net Selling Price of the Licensed Consumer Hydride Batteries sold or Otherwise Disposed Of by SHENZHEN HIGH POWER and its Affiliates (either directly or through sales representatives or agents) in any country of the world during the period commencing on the Effective Date of this Agreement and ending upon the expiration of the last to expire of the Licensed Patents. 3.3 Notwithstanding that a Licensed Consumer Hydride Battery may be covered by (i) the claims of one or more of the Licensed Patents or (ii) the claims of one or more of the Licensed Patents in one or more countries throughout the world, SHENZHEN HIGH POWER, in connection with the manufacture or sale of the Licensed Consumer Hydride Batteries by SHENZHEN HIGH POWER, its successors or assigns shall be obliged to pay a single royalty hereunder and only on the first sale of such Licensed Consumer Hydride Batteries and not on any subsequent sale or resale thereof and all end-users, distributors, customers, dealers, or suppliers of SHENZHEN HIGH POWER, its successors or assigns of such Licensed Consumer Hydride Batteries shall be licensed to use and/or sell the same. 3.4 All statements submitted and all payments made pursuant to Article 3.1 and Article 3.2 herein shall be stated and made in U.S. legal tender at the selling rate of authorized foreign exchange bankers in various individual countries under the license for transfers to New York in U.S. dollars on the date on which payments are made as required hereunder.

Payments and Royalties. 3.1 As an initial non-refundable payment for the licenses Payments and rights herein granted royalties payable to SHENZHEN HIGH POWER under this Agreement, SHENZHEN HIGH POWER VA by LICENSEE shall pay be fulfilled as further described in Appendix C VA obligations to OBC the up-front fees, without subtraction or deduction of Chinese withholding taxesLICENSEE, if any, pursuant are further described in Appendix D A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses, or the claim has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. {If multiple earned (running) royalties are otherwise due under the provisions of this license, LICENSEE shall pay only one, highest royalty.} [OPTIONAL LANGUAGE] On sales of Licensed Products by LICENSEE to SUBLICENSEEs or on sales made in other than an arms‑length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. VA shall own, file, prosecute and maintain all U.S. and foreign patent applications and patents included within the Licensed PATENT RIGHTS. Upon written request, LICENSEE shall be included in all prosecution-related correspondence with outside patent counsel and shall be promptly copied on all documents received from or sent to all patent offices involved in examination, interference proceedings, oppositions and other matters related to the schedule set forth PATENT RIGHTS. VA shall consult LICENSEE on each step of the prosecution process and VA shall incorporate LICENSEE’s comments where reasonably practicable VA and LICENSEE shall cooperate fully in Appendix II attached hereto. 3.2 In addition the preparation, filing, prosecution and maintenance of Licensed PATENT RIGHTS and of all patents and patent applications licensed to LICENSEE hereunder, executing all papers and instruments or requiring members of VAto execute such papers and instruments so as to enable VAto apply for, to prosecute and to maintain patent applications and patents in VA's name in any country. Each party shall provide to the lump sum payment under Article 3.1 aboveother prompt notice as to all matters which come to its attention and which may affect the preparation, SHENZHEN HIGH POWER filing, prosecution or maintenance of any such patent applications or patents. Upon execution of this Agreement, LICENSEE shall reimburse VA for past and presently payable costs and fees incurred before the Effective Date for the preparation, filing, prosecution and maintenance of Licensed Patent Rights. Such patent costs are at least $_______ as of the Effective Date. In addition, LICENSEE agrees to pay to VA costs and fees incurred after the Effective Date for the preparation, filing, prosecution and maintenance of Licensed Patent Rights. VA shall provide to LICENSEE an itemized invoice of all such fees and costs. LICENSEE shall pay to OBC non-refundable running royalties, also pursuant to the schedule set forth in Appendix II hereto, VA all amounts due under each invoice under this paragraph within thirty (30) days of the Net Selling Price date of the Licensed Consumer Hydride Batteries sold or Otherwise Disposed Of by SHENZHEN HIGH POWER receipt of said invoice. Late payment of these invoices shall be subject to interest charges of one and one-half percent (1 1/2%) per month. LICENSEE may elect to surrender its Affiliates (either directly or through sales representatives or agents) rights in any country of the world during the period commencing on the Effective Date of this Agreement and ending upon the expiration of the last to expire Licensed Territory under any of the Licensed Patents. 3.3 Notwithstanding Patent Rights upon one hundred eighty (180) days written notice to VA and owe no payment obligation under Paragraph 6.10 for patent-related expenses incurred in that a Licensed Consumer Hydride Battery may be covered by country after one hundred eighty (i180) the claims of one or more days of the Licensed Patents or (ii) the claims of one or more effective date of the Licensed Patents in one or more countries throughout the world, SHENZHEN HIGH POWER, in connection with the manufacture or sale of the Licensed Consumer Hydride Batteries by SHENZHEN HIGH POWER, its successors or assigns shall be obliged to pay a single royalty hereunder and only on the first sale of such Licensed Consumer Hydride Batteries and not on any subsequent sale or resale thereof and all end-users, distributors, customers, dealers, or suppliers of SHENZHEN HIGH POWER, its successors or assigns of such Licensed Consumer Hydride Batteries shall be licensed to use and/or sell the samewritten notice. 3.4 All statements submitted and all payments made pursuant to Article 3.1 and Article 3.2 herein shall be stated and made in U.S. legal tender at the selling rate of authorized foreign exchange bankers in various individual countries under the license for transfers to New York in U.S. dollars on the date on which payments are made as required hereunder.

Payments and Royalties. 3.1 As an initial non-refundable payment for the licenses Payments and rights herein granted royalties payable to SHENZHEN HIGH POWER under this Agreement, SHENZHEN HIGH POWER VA by LICENSEE shall pay be fulfilled as further described in Appendix C VA obligations to OBC the up-front fees, without subtraction or deduction of Chinese withholding taxesLICENSEE, if any, pursuant are further described in Appendix D A patent or patent application licensed under this Agreement shall cease to fall within the LICENSED PATENT RIGHTS for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses, or the claim has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. If multiple earned (running) royalties are otherwise due under the provisions of this license, LICENSEE shall pay only one, highest royalty. On sales of LICENSED PRODUCTS by LICENSEE made in other than an arms‑length transaction, the value of the NET SALES attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. VA shall own, file, prosecute and maintain all U.S. and foreign patent applications and patents included within the LICENSED PATENT RIGHTS LICENSEE shall provide to the schedule set forth in Appendix II attached hereto. 3.2 VA prompt notice as to all matters which come to its attention and which may affect the preparation, filing, prosecution or maintenance of any such patent applications or patents. [Upon execution of this Agreement, LICENSEE shall reimburse VA for past and presently payable costs and fees incurred before the Effective Date for the preparation, filing, prosecution and maintenance of LICENSED PATENT RIGHTS. Such patent costs are at least $_______ as of the Effective Date. In addition addition, LICENSEE agrees to pay to VA costs and fees incurred after the lump sum payment under Article 3.1 aboveEffective Date for the preparation, SHENZHEN HIGH POWER filing, prosecution and maintenance of LICENSED PATENT RIGHTS. VA shall provide to LICENSEE an itemized invoice of all such fees and costs. LICENSEE shall pay to OBC non-refundable running royalties, also pursuant to the schedule set forth in Appendix II hereto, VA all amounts due under each invoice under this paragraph within thirty (30) days of the Net Selling Price date of the Licensed Consumer Hydride Batteries sold or Otherwise Disposed Of by SHENZHEN HIGH POWER receipt of said invoice. Late payment of these invoices shall be subject to interest charges of one and one-half percent (1 1/2%) per month.] [applicable when licensees will be sharing a portion of patent costs.] LICENSEE may elect to surrender its Affiliates (either directly or through sales representatives or agents) rights in any country of the world during the period commencing on the Effective Date of this Agreement and ending upon the expiration LICENSED TERRITORY under any of the last LICENSED PATENT RIGHTS upon one hundred eighty (180) days written notice to expire VA and owe no payment obligation under Paragraph 6.10 for patent-related expenses incurred in that country after one hundred eighty (180) days of the Licensed Patents. 3.3 Notwithstanding that a Licensed Consumer Hydride Battery may be covered by (i) the claims of one or more effective date of the Licensed Patents or (ii) the claims of one or more of the Licensed Patents in one or more countries throughout the world, SHENZHEN HIGH POWER, in connection with the manufacture or sale of the Licensed Consumer Hydride Batteries by SHENZHEN HIGH POWER, its successors or assigns shall be obliged to pay a single royalty hereunder and only on the first sale of such Licensed Consumer Hydride Batteries and not on any subsequent sale or resale thereof and all end-users, distributors, customers, dealers, or suppliers of SHENZHEN HIGH POWER, its successors or assigns of such Licensed Consumer Hydride Batteries shall be licensed to use and/or sell the samewritten notice. 3.4 All statements submitted and all payments made pursuant to Article 3.1 and Article 3.2 herein shall be stated and made in U.S. legal tender at the selling rate of authorized foreign exchange bankers in various individual countries under the license for transfers to New York in U.S. dollars on the date on which payments are made as required hereunder.

Payments and Royalties. 3.1 As an initial non-refundable payment for the licenses and 8.1 The license rights herein granted to SHENZHEN HIGH POWER under Repligen herein are subject to Repligen's payment of royalties to UM according to the provisions of this Article VIII. 8.2 Upon execution of this Agreement, SHENZHEN HIGH POWER Repligen shall (i) pay * to UM, and (ii) grant to UM 50,000 warrants to purchase common stock in Repligen Corporation with the exercise price for such warrants to be set as the closing price for RGEN stock averaged over the five days preceeding the execution of this Agreement. Warrants may be exercised at any time up until three years from the date of grant at which point they will expire. The warrant agreement will be in a form mutually acceptable to the Parties and will be completed within 45 days of the execution of this Agreement. 8.3 With respect to each Royalty Quarter, Repligen shall pay UM a royalty equal to * of Repligen's and Affiliates' Net Sales of Licensed Products during such Royalty Quarter. 8.4 With respect to Combination Products, the fair market sales price of the active ingredient(s) of the discrete product(s) which are not themselves Licensed Products shall be subtracted from the selling price used to calculate Net Sales with respect to such Combination Product; provided that in the case of a Combination Product which includes one or more Licensed Products which are also sold in non-Combination Product form, the resulting Net Sales figure upon which UM's *CONFIDENTIAL TREATMENT REQUESTED royalty is based shall not be reduced to less than the normal aggregate Net Sales for such Licensed Product(s) when not sold as Combination Product. 8.5 The obligation to pay UM a royalty under this Article VIII is imposed only once with the respect to the same unit of Licensed Product regardless of the number of Valid Claims or Licensed Patents covering the same; however, for purposes of determination of payments due hereunder, whenever the term Licensed Product may apply to a property during various stages of manufacture, use or sale, Net Sales, as otherwise defined shall be derived from the sale, distribution of such Licensed Product by Repligen, Affiliates or Sublicensees, as the case may be, at the stage of its highest invoiced value to unrelated third parties. 8.6 With respect to each Royalty Quarter, Repligen shall pay UM * of any royalties received during such Royalty Quarter by Repligen or Affiliate(s) with respect to Net Sales of Sublicensee(s), and no other royalties with respect to such Net sales of Sublicensee(s). In the event that the royalty received by Repligen is less than * Sublicensee(s) except and unless: (1) license fees are due to BMS from either of Repligen or Repligen's Sublicensee(s) or (2) a royalty-free sublicense has been granted to GI according to Paragraph 4.1 of the Letter Agreement dated November 17, 1999 between the Parties and GI and attached hereto as Exhibit A. In the event that license fees are due to BMS, 50% of said fees shall be deducted from the payments due UM under this Section 8.6, except that under no circumstances shall such deduction result in UM's share being less than *. In the event that a royalty-free sublicense has been granted to GI as described above, no royalty shall be due or payable by Repligen to UM for such sublicense. 8.7 In addition, with respect to each Royalty Quarter, Repligen shall pay to OBC UM * of any upfront or lump sum payments which Repligen or its Affiliates receives during such Royalty Quarter from any Sublicensee in consideration of the up-front feesgrant of its sublicense. For the purpose hereof, without subtraction upfront or deduction lump sum payments shall not include any payment made to Repligen as a royalty on Net Sales of Chinese withholding taxes, if any, pursuant to the schedule set forth in Appendix II attached heretoSublicensee(s) or any Research Milestone Payment or Clinical Milestone (as hereinafter defined). 3.2 In addition 8.8 (a) "Research Milestone Payment" means any payment received by Repligen from any Sublicensee which is payable by reason of the attainment of a research or development *CONFIDENTIAL TREATMENT REQUESTED objective relating to the lump sum payment under Article 3.1 abovetechnology described in Licensed Patent(s) or to Licensed Product(s) themselves. With respect to each Royalty Quarter, SHENZHEN HIGH POWER Repligen shall pay to OBC non-refundable running royalties, also pursuant to the schedule set forth in Appendix II hereto, UM * of the Net Selling Price of the Licensed Consumer Hydride Batteries sold or Otherwise Disposed Of by SHENZHEN HIGH POWER and its Affiliates (either directly or through sales representatives or agents) in any country of the world each Research Milestone Payment received during the period commencing on the Effective Date of this Agreement and ending upon the expiration of the last to expire of the Licensed Patentssuch Royalty Quarter. 3.3 Notwithstanding that a Licensed Consumer Hydride Battery may be covered by (i) the claims of one or more of the Licensed Patents or (ii) the claims of one or more of the Licensed Patents in one or more countries throughout the world, SHENZHEN HIGH POWER, in connection with the manufacture or sale of the Licensed Consumer Hydride Batteries by SHENZHEN HIGH POWER, its successors or assigns shall be obliged to pay a single royalty hereunder and only on the first sale of such Licensed Consumer Hydride Batteries and not on any subsequent sale or resale thereof and all end-users, distributors, customers, dealers, or suppliers of SHENZHEN HIGH POWER, its successors or assigns of such Licensed Consumer Hydride Batteries shall be licensed to use and/or sell the same. 3.4 All statements submitted and all payments made pursuant to Article 3.1 and Article 3.2 herein shall be stated and made in U.S. legal tender at the selling rate of authorized foreign exchange bankers in various individual countries under the license for transfers to New York in U.S. dollars on the date on which payments are made as required hereunder.