Royalties and Other Compensation Clause Samples

Royalties and Other Compensation. (a) Warner will pay LeukoSite one of the following royalties on worldwide Net Sales of Warner Products, whichever is applicable: (i) If LeukoSite does not timely elect to pursue marketing rights to the Development Candidate under Section 4.1 or if a Warner-LeukoSite Product becomes a Warner Product prior to LeukoSite paying its designated share of Development Costs under Section 4.2 up to and including acceptance by the FDA of the relevant IND, the applicable royalty rate will be *** of worldwide Net Sales. (ii) If LeukoSite pays its designated share of Development Costs under Section 4.2 up to and including the acceptance by the FDA of the relevant IND, but thereafter revokes its marketing rights such that the Warner-LeukoSite Product becomes a Warner Product, the applicable royalty rate will be ******************************************************************* ******************************************************************* ******************************************************************* (iii) If LeukoSite pays its designated share of Development Costs under Section 4.2 up to and including completion of all Phase II clinical studies reasonably deemed necessary by the Management Committee for regulatory approval to market the Product in the United States of America, but thereafter revokes its marketing rights such that the Warner-LeukoSite Product becomes a Warner Product, the applicable royalty rate will be ******************************************************************* ******************************************************************* ******************************************************************* (iv) For Warner Products, which become Warner Products under Section 1.4(b) and/or Section 1.4(c), the applicable royalty will be ****** * Confidential treatment requested: material has been omitted and filed separately with the Commission. 25 25 ************************************************************************* ************************************************************************* (b) Warner will pay LeukoSite the following royalties on Net Sales of all Warner-LeukoSite Products sold outside of the Designated Co-Promotion Countries for which LeukoSite has paid its designated share of Development Costs under Section 4.2 up to and including NDA approval in the United States: ************************************************************************* ************************************************************************* (c) LeukoSite w...
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Royalties and Other Compensation. (a) KHK shall pay to LKS royalties on the annual NET SALES of PRODUCTS sold by KHK, its AFFILIATES and SUBLICENSEES in the TERRITORY as follows: * of NET SALES up to *, * of NET SALES over * and less than * and * of NET SALES * or over. (b) Such royalties shall be paid as set forth above by KHK, on a country by country, PRODUCT by PRODUCT, basis for a period of at least twelve (12) years in each country of the TERRITORY from the date of FIRST COMMERCIAL SALE by KHK, its AFFILIATES and SUBLICENSEES of such PRODUCT in each such country and thereafter such PRODUCT is covered by a VALID CLAIM of a PATENT RIGHT, such royalties shall be payable until the last to expire PATENT RIGHT in such country. (a) Subject to Section 2.2(d), KHK shall pay the following amounts upon the occurrence of the following milestone events, which may be achieved by KHK through a SUBLICENSEE or AFFILIATE. (i) upon selection of a DEVELOPMENT CANDIDATE as set forth in the Agreement. In addition, in the event KHK elects to pursue two (2) TARGETS with LKS, KHK will pay to LKS * * Confidential treatment requested: material has been omitted and filed separately with the Commission. 29 -29- * upon selection of the first DEVELOPMENT CANDIDATE resulting from the second TARGET chemokine receptor program. (ii) upon initiation of human clinical trials of a COMPOUND (from each chemokine receptor TARGET program). (iii) upon initiation of Phase III clinical trials of a COMPOUND (from each chemokine receptor TARGET program). (iv) upon issue of first market approval of a COMPOUND (from each chemokine receptor TARGET program) (b) Should a COMPOUND and/or PRODUCT replace another compound and/or PRODUCT before such compound and/or PRODUCT reaches the market, it shall, for the purpose of milestones, enter at the next payable milestone. (a) In the event that royalties are required to be paid by KHK to a THIRD PARTY who is not an AFFILIATE of KHK in order for KHK to make, use and sell PRODUCT without infringing such THIRD PARTY'S patents and for which royalties are also due to LKS pursuant to Paragraph 7.1 (such royalties to such THIRD PARTY are hereinafter "Other Royalties"), then the royalties to be paid to LKS by KHK pursuant to Paragraph 7.1 shall be reduced by one-half of the amount of such Other Royalties. but in no event shall any royalties payable under Paragraph 7.1 be reduced by more than * of NET SALES. As an example, if the royalty due LKS is * and Other Royalties * Confidential treatment request...
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Royalties and Other Compensation. (A) MEDIMMUNE shall pay to UNIVERSITY: a royalty of (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of the NET SALES of PRODUCTS which are sold by MEDIMMUNE or its AFFILIATES and which are covered by a VALID CLAIM of any PATENT RIGHT licensed to LICENSEE hereunder in the country where sold; or (ii) a royalty of the lesser of (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of the running royalty received by LICENSEE from its SUBLICENSEES for the sale of PRODUCTS or (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of the NET SALES of PRODUCT sold by the SUBLICENSEE. (B) In the event that MEDIMMUNE'S license is converted to a non- exclusive license pursuant to Section 2.4(c), the royalties under Paragraph 5.1 (A) shall be reduced by (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). (C) In the event that a PRODUCT includes both component(s) covered by a VALID CLAIM of a PATENT RIGHT ("Patented Component(s)") and a component which is therapeutically active and such component is not covered by a VALID CLAIM of a PATENT RIGHT ("Unpatented Component(s) (s)") (such PRODUCT being a "Combined Product"), then NET SALES shall be the amount which is normally received by MEDIMMUNE or its AFFILIATES from the sale of the Patented Component(s) in an arm's length transaction with an unaffiliated third party. If the Patented Component (s) are not sold separately, then NET SALES upon which a royalty is paid shall be the NET SALES of the Combined Product multiplied by a fraction, the numerator of which is the number of Patented Components in the Combined Product and the denominator of which is the total number of therapeutically active Components (Patented) Components plus Unpatented Components) in the Combined Product. (D) In the event that royalties are to be paid by MEDIMMUNE to a party who is not an AFFILIATE of MEDIMMUNE for PRODUCT for which royalties are also due to UNIVERSITY pursuant to Paragraph 5.1 (such royalties to such party are hereinafter "Other Royalties"), then the royalties to be paid to UNIVERSITY by MEDIMMUNE pursuant to Paragraph 5.1 (A) or (B) shall be reduced by (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED) of the amount of such Other Royalties, but in no event shall any royalities payable under Paragraph 5.1 be reduced by more than (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). (a) Upon execution of this Agreement, MEDIMMUNE shall pay UNIVERSITY a license fee of (CONFIDENTIAL TREATMENT HAS BEEN REQUESTED). (b) MEDIMMUNE shall also pay the following amounts within thirty (30)...
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Royalties and Other Compensation. (A) LICENSEE shall pay to LICENSOR: (i) a royalty of [Information omitted and filed separately with the Commission under Rule 24b-2.] of the NET SALES of PRODUCTS which are manufactured or sold by LICENSEE or its AFFILIATES and licensed to LICENSEE hereunder; or (ii) a royalty based on the royalties received by LICENSEE from its SUBLICENSEES from the manufacture, use or sale of PRODUCTS as follows: (a) [Information omitted and filed separately with the Commission under Rule 24b-2.] of such royalties received by LICENSEE from a SUBLICENSEE during the [Information omitted and filed separately with the Commission under Rule 24b-2.] years of sales of PRODUCT by such SUBLICENSEE; (b) [Information omitted and filed separately with the Commission under Rule 24b-2.] of such royalties received by LICENSEE from a SUBLICENSEE during the next [Information omitted and filed separately with the Commission under Rule 24b-2.] years of sales of PRODUCT by such SUBLICENSEE; (c) [Information omitted and filed separately with the Commission under Rule 24b-2.] of such royalties received by LICENSEE from a SUBLICENSEE from sales of PRODUCT by such SUBLICENSEE for each year thereafter. (B) LICENSEE shall also pay or provide to LICENSOR the following: (i) A license fee of [Information omitted and filed separately with the Commission under Rule 24b-2.] payable upon the EFFECTIVE DATE. This amount shall not be refundable or creditable. (ii) [***] of all other revenues (in cash or in kind) received by LICENSEE from a SUBLICENSEE in consideration of the granting of sublicense rights to such SUBLICENSEE. Revenues for this purpose shall not include either (a) research and development funding at LICENSEE's cost, or (b) purchases of equity in LICENSEE, except to the extent that such purchases are made in excess of fair market value. (iii) Nonrefundable and non-creditable milestones payable on completion of the milestone as follows: (a) [***] (b) [***] (c) [***] (d) [***] (C) Beginning on the earlier of [***] or [***], LICENSEE shall pay LICENSOR minimum royalties of [***] per year, which payment shall be fully creditable against future earned royalties at the rate of [***] per earned royalty dollar. Such minimum royalties shall increase to [***] per year effective the earlier of [***] * [Information omitted and filed separately with the Commission under Rule 24b-2.] [Information omitted and filed separately with the Commission under Rule 24b-2.] and shall also be fully creditable against...
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Royalties and Other Compensation. (a) Warner will pay LeukoSite one of the following royalties on worldwide Net Sales of Warner Products, whichever is applicable: (i) If LeukoSite does not timely elect to pursue marketing rights to the Development Candidate under Section 4.1 or if a Warner-LeukoSite Product becomes a Warner Product prior to LeukoSite paying its designated share of Development Costs under Section 4.2 up to and including acceptance by the FDA of the relevant IND, the applicable royalty rate will be * of worldwide Net Sales. (ii) If LeukoSite pays its designated share of Development Costs under Section 4.2 up to and including the acceptance by the FDA of the relevant IND, but thereafter revokes its marketing rights such that the Warner-LeukoSite Product becomes a Warner Product, the applicable royalty rate will be * of worldwide, annual Net Sales up to $100 Million; * of worldwide, annual Net Sales from above $100 Million to $250 Million and * of worldwide, annual Net Sales above $250 Million. (iii) If LeukoSite pays its designated share of Development Costs under Section 4.2 up to and including completion of all Phase II clinical studies reasonably deemed necessary by the Management Committee for regulatory approval to market the Product in the United States of America, but thereafter revokes its marketing rights such that the Warner-LeukoSite Product becomes a Warner Product, the applicable royalty rate will be * of worldwide, annual Net Sales up to $100 Million; * of worldwide, annual Net Sales from above $100 Million to $250 Million and * of worldwide, annual Net Sales above $250 Million. (iv) For Warner Products, which become Warner Products under Section 1.4(b) and/or Section 1.4(c), the applicable royalty will be * of * Confidential treatment requested: material has been omitted and filed separately with the Commission. 25 25 worldwide, annual Net Sales up to $100 Million and * of worldwide, annual Net Sales above $100 Million. (b) Warner will pay LeukoSite the following royalties on Net Sales of all Warner-LeukoSite Products sold outside of the Designated Co-Promotion Countries for which LeukoSite has paid its designated share of Development Costs under Section 4.2 up to and including NDA approval in the United States: * of such annual Net Sales up to $100 Million and * of such annual Net Sales above $100 Million. (c) LeukoSite will pay Warner one of the following royalties on worldwide Net Sales of LeukoSite Products, whichever is applicable: (i) The applicable royal...
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Royalties and Other Compensation. (a) In the event LeukoSite declines to pay its share of Development Costs, as provided in Section 4.1, Warner will pay LeukoSite one of the following royalties on worldwide Net Sales of Warner Products: ** of worldwide, annual Net Sales up to ***********; *** of worldwide, annual Net Sales from above ********************** and *** of worldwide, annual Net Sales above ***********. (b) If LeukoSite pays its designated share of Development Costs under Section 4.1, LeukoSite will receive its Share of Profit for such Warner-LeukoSite Product. (c) LeukoSite will pay Warner royalties on worldwide Net Sales of LeukoSite Products of **. (d) The royalties set forth in this Section will be payable on a Product by Product and country by country basis for a period of ten (10) years from first commercial sale in a country as part of nationwide introduction of the Product. If at the expiration of such ten (10) year period, a Product(s) is sold in a country(ies) and such Product(s) where manufactured, used or sold infringes a Patent Right, then the royalty shall continue with respect to such Product(s) in such country(ies) until expiration of such Patent Right. (e) As used herein, "Annual Net Sales" shall mean Net Sales in a calendar year.
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Royalties and Other Compensation 
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Related to Royalties and Other Compensation

  • Royalties and Other Payments A. For the rights, privileges and exclusive license granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided. Unless expressly stated otherwise in this Agreement, periodic payment obligations listed below shall endure through the Term of this Agreement, unless this Agreement shall be sooner terminated as hereinafter provided. 1. A license amendment fee of [* * *], and such fee is due within thirty (30) days after the Effective Date of this Agreement. 2. As of the Effective Date Licensee has paid in full the license issue fee of [* * *], which license issue fee was deemed earned and due within thirty (30) days of the effective date of the Original Agreement. 3. Licensee shall make the following one-time payments to CMCC in connection with the first occurrence of the following events (“Milestones”): (a) [* * *] upon the [* * *] by Licensee or any Sublicensee with respect to a Licensed Product; (b) [* * *] upon the [* * *] by Licensee or any Sublicensee with respect to a Licensed Product; and (c) [* * *] upon the [* * *] of a Licensed Product. Licensee will promptly notify CMCC in writing of the achievement of any of the foregoing Milestones by Licensee or any of its Sublicensees, and will require its Sublicensees to provide it with prompt written notice upon their achievement of any of the foregoing Milestones. CMCC may invoice Licensee for the applicable Milestone payment after receipt of such notice, and Licensee shall pay such invoice within forty-five (45) days after its receipt thereof. B. During the Term, Licensee shall pay CMCC running royalties in an amount equal to [* * *] of Net Sales of Licensed Products or Licensed Processes used, leased or sold by and/or for Licensee (including its Affiliates) or any Sublicensees (“Running Royalties”); provided, however, to the extent that a license or licenses is required by Licensee to third party patents or other intellectual property (i) in order to practice the Patent Rights, or (ii) in order to manufacture or sell Licensed Products without such activities (as described in clause (i) or (ii) of this sentence) resulting in the infringement of such third party intellectual property, Licensee may, for each such required license, deduct from the Running Royalties owed to CMCC an amount up to [* * *] of the royalties due to each third party for such intellectual property rights; provided further, that no single Running Royalty payment owed to CMCC may be reduced by more than [* * *] as a result of any such deduction. Licensee may not deduct, as a result of any such required third party license, a greater percentage of royalties from those owed to CMCC than the percentage deducted from such third party from whom such license is required as described in this Paragraph. Notwithstanding anything in this ARTICLE IV, Paragraph B, the Running Royalty owed to CMCC by Licensee shall not be reduced below [* * *] of the Net Sales of Licensed Products or Licensed Processes. 1. No multiple royalties shall be payable on account of any Licensed Product or Licensed Process, its manufacture, use, lease or sale being covered by more than one Patent Rights patent application or Patent Rights issued patent licensed under this Agreement. In the event that any patent or claim thereof included within the Patent Rights is no longer a Valid Claim, then all obligations to pay royalties based on that patent or claim or any claim patentably indistinct therefrom will cease as of the date such patent or claim is no longer a Valid Claim. 2. For purposes of calculating royalties, in the event that a Licensed Product includes [* * *], then Net Sales of the [* * *] shall be calculated using one of the following methods: (a) [* * *]; or (b) In the event that no such [* * *] during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by [* * *]. C. In the event Licensee has granted sublicenses under this Agreement, Licensee shall pay to CMCC the relevant percentage as set forth below of Sublicensee Payments: (i) [* * *] of Sublicensee Payments received by Licensee any time prior to [* * *]; and (ii) [* * *] of Sublicensee Payments received by Licensee any time after [* * *]. D. Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at Bank of America on the last business day of the calendar quarterly reporting period to which such royalty payments relate. E. Licensee shall make payment of the amounts specified in this ARTICLE IV to CMCC within forty-five (45) days after March 31, June 30, September 30 and December 31 each year during the Term of this Agreement, covering the quantity of Licensed Products sold by Licensee during the preceding calendar quarter (in the case of royalties payable under ARTICLE IV, Paragraph B) and covering the percentage of any Sublicensee Payment (as calculated in accordance with ARTICLE IV, Paragraph C) received during the preceding calendar quarter. The last such payment shall be made within forty-five (45) days after termination of this Agreement. The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of two and a half percent (2.5%) above the prime rate in effect at Bank of America on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

  • Servicing and Other Compensation The Servicer, as compensation for its activities hereunder, shall be entitled to receive, on or prior to each Distribution Date, the amounts provided for as the Servicing Fee and as reimbursement for Nonrecoverable Advances, Servicing Advances and reimbursement for Advances, all as specified by Section 5.09. The amount of compensation or reimbursement provided for shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. Additional servicing compensation in the form of assumption fees, prepayment fees and late payment charges shall be retained by the Servicer, to the extent permitted by applicable law. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees and expenses of the Trustee and any Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 5.09 and 5.21.

  • COMPENSATION AND OTHER FEES As compensation for the services provided by B▇▇▇▇▇▇ hereunder, the Company agrees to pay to B▇▇▇▇▇▇: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 7% of the aggregate gross proceeds raised in the Placement. B▇▇▇▇▇▇ may allocate up to 35% of the cash fee to co-placement agents or advisors. 2. Such number of warrants (the “B▇▇▇▇▇▇ Warrants”) to B▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 7% of the aggregate number of Shares sold in the Placement, The B▇▇▇▇▇▇ Warrants shall have the same terms as the longer-dated warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The B▇▇▇▇▇▇ Warrants shall not have antidilution protections and shall not be transferable for six months from the date of the Placement, except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the B▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. The issuance of the shares underlying the B▇▇▇▇▇▇ Warrants will be registered on the Registration Statement. (B) The Company also agrees to pay to B▇▇▇▇▇▇ a non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in the Placement (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement. The Company shall advance B▇▇▇▇▇▇ the sum of $30,000 as an advance against B▇▇▇▇▇▇’▇ actual outside legal expenses upon execution hereof, provided however, pursuant to Rule 5110(f)(2)(C), B▇▇▇▇▇▇ shall reimburse the Company for any amount of the advance not actually incurred as an expense.

  • Compensation and Other Benefits Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

  • Rent and Other Payments This paragraph contains detailed commercial terms. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .