Net Sales by Sublicensees Clause Samples

Net Sales by Sublicensees. Any and all Net Sales by Sublicensees shall be included in the Net Sales calculations in Section 6.3.2 and Section 6.4.1 for purposes of determining the milestones or royalties, as applicable, owed by Licensee to Sanofi thereunder.
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Net Sales by Sublicensees. Any and all AZ Net Sales by Sublicensees shall shall be excluded from the royalty calculations in Sections 6.6.1(a)(1) and 6.6.1(a)(2) (including, for purposes of clarity, the royalty threshold and ceiling calculations). With respect to AZ Net Sales of Product (other than Other Licensed Product) by Sublicensees to Third Parties on which royalties or milestone payments that are based solely on achieving certain sales thresholds for a Product (such milestone payments, “Sales-Based Milestones”), are paid to AstraZeneca, royalties to Targacept hereunder with respect to such AZ Net Sales, for any Calendar Year, shall, subject to Sections 6.6.1(d), 10.2.4 and 10.2.6, be equal to [********] royalties and Sales-Based Milestones paid to AstraZeneca or its Affiliates by such Sublicensees with respect to such AZ Net Sales during such Calendar Year; provided, however, that no such royalties shall be due under this Section 6.6.1(c) with respect to any AZ Net Sales on which royalties would not be owed by AstraZeneca under Section 6.6.1(a)(1) or 6.6.1(a)(2) were such sales made by AstraZeneca (e.g., after the end of the royalty term set forth in Section 6.6.1(b)). For the avoidance of doubt, no royalty payments shall be due under this Section 6.6.1 with respect to (a) any upfront license fees or milestone payments (other than Sales-Based Milestones) made to AstraZeneca or its Affiliates (which are addressed in Section 6.5.3), or (b) any payments made to AstraZeneca or its Affiliates: (i) under a credit facility; (ii) in consideration of (A) any issuance of equity or debt securities by AstraZeneca or its Affiliates, (B) any supply of Product (including Other Licensed Product) by or on behalf of AstraZeneca or its Affiliates, or (C) any research, development or other activities relating to such Product (including Other Licensed Product) that AstraZeneca or its Affiliates may perform on behalf of a Sublicensee, provided that such payments do not exceed the fair market value of such securities, supply or activities, as applicable; (iii) in consideration of any grant of rights or licenses (including royalties) other than a sublicense under the licenses granted under Section 8.1 (such consideration to be allocated based on the fair market value only of the rights sublicensed under Section 8.1 (in accordance with Section 8.3.1) to such Sublicensee and the fair market value only of the other rights of AstraZeneca licensed to such Sublicensee); (iv) as reimbursement of actual pat...
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Net Sales by Sublicensees. Any and all Net Sales of Sling Products by Sublicensees, assignees and successors of Sling and the Affiliates of the foregoing shall be included in the Net Sales calculations in Section 2.2.2 and Section 2.3.1 for purposes of determining the milestones or revenue-share, as applicable, owed by Sling to CFF thereunder.
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Net Sales by Sublicensees. Notwithstanding the foregoing, if in any given Calendar Quarter the amount equal to […***…] of Otsuka’s royalty receipts from any Sublicensee is greater than the royalty amount otherwise payable on such Sublicensee’s Net Sales as calculated in accordance with Section 6.6(a) (after giving effect to any reductions in accordance with Section 6.6(d)), then, with respect to Net Sales of such Sublicensee, Otsuka shall pay to MethylGene an amount equal to […***…] of Otsuka’s royalty receipts from such Sublicensee in lieu of royalties otherwise payable on such Sublicensee’s Net Sales as calculated in accordance with Section 6.6(a). Notwithstanding the foregoing, Net Sales of Sublicensees shall be included in the total Net Sales of a Licensed Product for purposes of determining whether the sales milestones set forth in Section 6.5 have been achieved, and for purposes of determining royalty tiers under Section 6.6(a), regardless of whether Otsuka pays MethylGene […***…] of Otsuka’s royalty receipts from such Sublicensee or royalties calculated in accordance with Section 6.6(a).
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Net Sales by Sublicensees. Any and all Net Sales by Sublicensees shall be included in the Net Sales calculations in Section 5.2.1 for purposes of determining the royalties owed by Licensee to Allergan thereunder.
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Net Sales by Sublicensees. In further consideration of the rights and license granted by MacroMed to Diatos under this Agreement, Diatos shall pay MacroMed * percent (*%) of Sublicensee Royalties received by Diatos (the “Sublicense Royalty Share”) in accordance with Section 5.5 below; provided however that, on a Region-by-Region basis, at no time shall the Sublicense Royalty Share for a Region plus the Diatos Royalty Payments for such Region be (a) greater than * percent (*%) of the Deemed High-End Royalties or (b) less than * percent (*%) of the Deemed Low-End Royalties for such Region.
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Net Sales by Sublicensees. Any and all Net Sales of AZ Products or ABX Products by sublicensees of AZ or ABX, as applicable, shall be excluded from the royalty calculations in Sections 9.3 and 9.4. With respect to Net Sales of such Products by such sublicensees (other than Distributors) to Third Parties (including Distributors) on which royalties are paid to AZ or ABX, as applicable, royalties to ABX under Section 9.3 and to AZ under Section 9.4, with respect to such Net Sales, for any period, shall equal the lesser of (a) any additional amount of royalties that would result from the foregoing royalty calculations under Sections 9.3 and 9.4, if such Net Sales were treated as Net Sales by AZ or ABX, as applicable, for purposes of the foregoing calculations during such period, and (b) [Confidential treatment requested] of any amounts paid to AZ or ABX, as applicable, or its Affiliates by such sublicensees with respect to such Net Sales during such period. For the avoidance of doubt, no royalty payments shall be due under this Section 9.6 with respect to (x) any upfront license fees or milestone payments made to AZ or ABX, as applicable, or its Affiliates, or (y) any payments made to AZ or ABX, as applicable, or its Affiliates (i) under a credit facility that is on standard commercial rates and terms, (ii) in consideration of (A) any issuance of equity or debt securities by AZ or ABX, as applicable, or its Affiliates, (B) any supply of such Products by or on behalf of AZ or ABX, as applicable, or its Affiliates, or (C) any research, development or other activities relating to such Products that AZ or ABX, as applicable, or its Affiliates has or has had performed or may perform, or have performed, in the future, provided that such payments do not exceed the fair market value of such securities, supply or activities, as applicable, (iii) as reimbursement of actual patent prosecution and maintenance costs and expenses, or (iv) in connection with awards or judgments in patent or other intellectual property right enforcement that are not attributable to lost sales or profits with respect to an AZ Product or ABX Product, as
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Related to Net Sales by Sublicensees

  • Net Sales The term “

  • Sublicensees 4.1 The Regents also grants to IntraBiotics the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") to third parties to make, have made, use and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Products and to practice Licensed Methods in the Field in any jurisdiction under which IntraBiotics has exclusive rights under this Agreement. All such Sublicenses shall be subject to the rights of The Regents under this Agreement, with the exception that Sublicensees need not pay the license issue fee provided for in Article 5, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to make, have made, use and sell Licensed Products and to practice Licensed Methods that are covered solely by Joint Patent Rights, for the purposes of this Agreement, such licenses shall be considered Sublicenses. To the extent applicable, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212. 4.2 IntraBiotics shall pay to The Regents, upon the Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products covered by Regents' Patent Rights, and an earned royalty equal to [ * ] for products covered solely by Joint Patent Rights. 4.3 IntraBiotics shall pay to The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance with the payment schedule described in paragraph 10.3. 4.4 IntraBiotics shall provide to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to the computation of the payments due from IntraBiotics to The Regents under this Article 4. 4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement for any reason, all outstanding Sublicenses will be assigned to The Regents and will remain in full force and effect under the same terms and conditions with The Regents as the licensor thereunder in the stead of IntraBiotics, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents under this Agreement.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • 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.

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.