Residual Payments Sample Clauses

Residual Payments. MPL shall pay to Distributor residual payments following the expiration or termination of this Agreement, as follows: for the first twelve (12) month period following the expiration or termination of this Agreement, and payable within forty five (45) days after such expiration or termination, an amount equal to thirty percent (30%) of Average Annual Net Sales; and for the second twelve (12) month period following the expiration or termination of this Agreement, and payable within forty-five (45) days after the first anniversary of such expiration of termination, an amount equal to fifteen percent (15%) Average Annual Net Sales. For purposes of this Agreement, "Average Annual Net Sales" shall be calculated as follows: (A/B) x 12 where, A = total Net Sales from the Effective Date through the date of expiration or termination; and B = the total number of months that have elapsed from the Effective Date through the date of expiration or termination. In no event are the payments set forth above to be considered cumulative payments (i.e., more than forty-five percent (45%) of Average Annual Net Sales). In the event that it is determined that Distributor is in breach of the payment obligations under Section 5.07 of this Agreement, MPL shall be entitled to offset any amounts due and owing MPL against the residual payments due and owing Distributor under this Section 12.07.

Residual Payments. In the event that both Novartis and Genentech terminate this Agreement as set forth in Section 18.3(c) and Tanox chooses to continue Development and Commercialization of Anti-IgE Products, Tanox shall pay to Novartis and Genentech, ***** in the aggregate: (i) For the period, if any, beginning as of the effective date of termination and ending on the date that is *****: (A) ***** of Worldwide net sales (calculated in a manner consistent with that set forth in the Financial Appendix) of Anti-IgE Antibodies and Anti-IgE Products sold by Tanox, an Affiliate or sublicensee; plus (B) ***** of Worldwide net profits (calculated in a manner consistent with the calculation of Net Profits (U.S.) minus Sales Costs (U.S.) set forth in the Financial Appendix) of Tanox and/or applicable Affiliates and sublicensees from Anti-IgE Products (where costs incurred by Tanox which are directly related to the transfer to Tanox of the continued Development and Commercialization of Anti-IgE Products shall be deducted in the calculation of such net profits); and (ii) For the period beginning on the date that is ***** and continuing thereafter: (A) ***** of net sales in any country (calculated in a manner consistent with that set forth in the Financial Appendix) of Anti-IgE Antibodies and Anti-IgE Products sold by Tanox, an Affiliate or sublicensee, the manufacture, use or sale of which would infringe a Valid Claim of an Anti-IgE Patent in such country Controlled by either or both of Genentech or Novartis and licensed to Tanox under Section 18.3(c) and Part 1 of Schedule D (it being understood that no such ***** royalty shall be due in the absence of any such Valid Claim); plus (B) ***** of Worldwide net profits (calculated in a manner consistent with the calculation of Net Profits (U.S.) minus Sales Costs (U.S.) set forth in the Financial Appendix) of Tanox and/or applicable Affiliates and sublicensees from Anti-IgE Products (where costs incurred by Tanox which are directly related to the transfer to Tanox of the continued Development and Commercialization of Anti-IgE Products shall be deducted in the calculation of such net profits). ***** -76-

Residual Payments. In the event of any termination of this Agreement pursuant to Article 17, except for termination by i-STAT for cause under Section 17.2 or Section 17.3, and except for termination by Abbott under Section 17.1, and in consideration of Abbott efforts in developing i-STAT Product sales and goodwill during the Term, i-STAT shall pay for five (5) years following the effective date of termination of this Agreement, a residual to Abbott, equal to the percentages listed below for the appropriate year, based on Abboxx'x xxx its Affiliates' and sub-distributors' Net Sales of Products *** during the final twelve (12) months of the Agreement prior to such termination. i-STAT shall make the residual payments to Abbott in United States dollars by check or wire transfer on the first five (5) anniversaries of the termination of this Agreement. The residual payment schedule is as follows: Year Percentage of Net Sales 1 *** 2 *** 3 *** 4 *** 5 *** *** Confidential treatment requested

Residual Payments. If Content Provider chooses to promote or market to its Subscribers products and services offered by Point2, Content Provider will receive the Residual Rate described in Exhibit D.

Residual Payments. Upon expiration or termination of this Agreement, with the exception of termination by Company pursuant to Section 14.3 of this Agreement, Company shall continue to pay Vendor on a monthly basis, in arrears, for a period of twenty-four (24) months after such expiration or termination, residual payments as follows: the residual payments shall equal three percent (3%) of the Gross Sales of the Product, whether the Product is marketed, sold, distributed or owned by Company or any other third party; provided, however, such residual payment percentage may be reduced as follows: In the event Company increases the number of Representatives hired by Vendor under this Agreement (as set forth in Section 2.1 of this Agreement), the residual payment shall be reduced by three hundredths of one percent (0.03%) for each Representative hired above the number of Representatives set forth in Section 2.1 of this Agreement. Further, if this Agreement is extended beyond the initial five (5) year term in accordance with Section 14.1 of this Agreement, the residual payment shall be reduced by three hundredths of one percent (0.03%) for each Representative for which Vendor receives a Service Fee during such extension. For purposes hereof, the number of Representatives and the related residual fee shall be determined as of the first day of each calendar month. This Section shall not limit any damages to which either Vendor may be entitled as a result of Company’s breach. During the term of this Agreement and thereafter as long as residual payments are due to Vendor pursuant to this Section 14.13, Company shall provide to Vendor monthly sales reports in a mutually agreed upon format. Such sales reports shall be provided to Vendor electronically within ten (10) days of the end of each month. During the term of this Agreement and for a period of one (1) year after the final residual payment owed to Company is made by Vendor, Company shall permit Vendor’s designated employees or agents to have access during ordinary business hours to records of all Product sales information in order to verify the accuracy of amounts paid to Vendor by Company.

Residual Payments. Subject to the provisions of Section 11.6, in consideration of Cephalon's efforts in developing Product goodwill, Xxxxxx shall pay the following commissions to Cephalon during each Residual Period following the expiration or termination of the Collaboration Period. The commission payments due for the Residual Periods shall be made within forty-five (45) days following the end of each Residual Period: [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] [* The confidential material contained herein has been omitted and has been separately filed with the Commission.]

Residual Payments. In the event of any termination of this Agreement with respect to HPV pursuant to Section 4.3(a), and in consideration of Abbott efforts in developing Product sales and goodwill during the Term, Digene shall pay for five (5) years following the termination of this Agreement, a residual to Abbott pursuant to Section 4.3(a).

Residual Payments. The Parties acknowledge and agree that in the Territory, through the Abbott Promotion Efforts, Abbott has enhanced the value of and goodwill associated with the Product, Trademarks and other property of Sepracor. Therefore, upon execution of this Third Amendment, Sepracor agrees to pay Abbott as follows: 13.5.1 Thirty Million and 00/100 U.S. Dollars or $30,000,000.00 on or before December 31, 2005. The Parties agree that one-half of this payment or $15 million, shall not be subject to any contingencies whatsoever. The Parties agree that with respect to the other half of this payment or $15 million, $3.75 million shall be earned and shall accrue each quarter of calendar year 2005 in which Sepracor achieves Pediatric Sales for the Product of at least $[**]; and 13.5.2 Three Million and 00/100 US Dollars or $3,000,000.00 on or before December 31, 2006. The Parties agree that one-half of this payment or $1.5 million, shall not be subject to any contingencies whatsoever. The Parties agree that with respect to the other half of this payment or $1.5 million, $375,000 shall be earned and shall accrue in each quarter of calendar year 2006 in which Sepracor achieves Pediatric Sales for the Product of at least $[**]. 13.5.3 The contingencies established in Section 13.5.1 and 13.5.2 above shall not apply and Sepracor shall be responsible for payment in full of the contingent payments described above if the failure to satisfy the contingencies results from any action or failure to act on the part within the control of Sepracor. 7. This Third Amendment may be executed in counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute the Third Amendment. 8. Except as expressly amended by this Third Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms.

Residual Payments. Xxxx Xxxxxxx and Xxxxxx Van Ert will receive: a three percent NSR (3%) of the “Net Returns” for all minerals actually produced and sold from the Property. "