ROYALTIES AND OTHER CONSIDERATION. 4.1 In consideration of the rights, privileges and license granted hereunder, the Company shall pay to the Licensor as set forth in, and in accordance with the provisions of, this Article 4 until the earlier to occur of (a) the last to expire patent contained in the Patent Rights and (b) until or termination of this License Agreement as hereinafter provided. (a) Pursuant to a stockholders agreement to be entered into between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D., the Company, the Licensor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Calgar and Associates (the "Stockholders Agreement"), the Company shall grant to the Licensor and/or his representatives a number of shares of common stock of the Company, par value $.001 per share (the "Common Stock"), representing twenty-five percent (25%) of the initial share capital of the Company. Twenty percent (20%) shall be immediately issued to the Licensor and/or his representatives and distributed as follows: (i) seventeen percent (17%) to the Licensor; (ii) one-half percent (1.5%) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (iii) one-half percent (1.5%) to Calgar and Associates. (b) Of the shares of Common Stock to be issued to the Licensor and/or his representatives, the Company shall hold in escrow a number of such shares of Common Stock equal to five percent (5%) of the initial share capital of the Company (the "Escrow Shares"). The Escrow Shares shall vest, if at all, and be released from escrow upon completion of a statistically significant Phase III clinical trial and shall be distributed as follows: (i) four and one-quarter percent (4.25%) to the Licensor; (ii) three hundred seventy-five one-hundredth percent (0.375%) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (iii) three hundred seventy-five one-hundredth percent (0.375%) to Calgar and Associates. 4.3 The Company shall pay to the Licensor and/or his representatives a non-refundable semi-annual royalty in an amount equal to *** percent (***%) of Net Sales by the Company, or any Affiliate of the Company, of the Licensed Products or Licensed Processes covered by at least one issued and unexpired claim under the Patent Rights to be paid as follows: (a) percent (***%) to the Licensor; (b) *** percent (***%) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (c) *** percent (***%) to
Appears in 2 contracts
Sources: License Agreement (Innovative Drug Delivery Systems Inc), License Agreement (Innovative Drug Delivery Systems Inc)
ROYALTIES AND OTHER CONSIDERATION. 4.1 In consideration of the rights, privileges and license granted hereunder, the Company shall pay to the Licensor as set forth in, and in accordance with the provisions of, this Article 4 until the earlier to occur of (a) the last to expire patent contained in the Patent Rights and (b) until or termination of this License Agreement as hereinafter provided.
(a) Pursuant to a stockholders agreement to be entered into between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D., the Company, the Licensor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Calgar and Associates (the "Stockholders Agreement"), the Company shall grant to the Licensor and/or his representatives a number of shares of common stock of the Company, par value $.001 per share (the "Common Stock"), representing twenty-five *** percent (25***%) of the initial share capital of the Company. Twenty *** percent (20***%) shall be immediately issued to the Licensor and/or his representatives and distributed as follows: (i) seventeen *** percent (17***%) to the Licensor; (ii) one-half *** percent (1.5***%) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (iii) one-half *** percent (1.5***%) to Calgar and Associates.
(b) Of the shares of Common Stock to be issued to the Licensor and/or his representatives, the Company shall hold in escrow a number of such shares of Common Stock equal to five *** percent (5***%) of the initial share capital of the Company (the "Escrow Shares"). The Escrow Shares shall vest, if at all, and be released from escrow upon completion of a statistically significant Phase III clinical trial and shall be distributed as follows:
(i) four and one-quarter percent (4.25***%) to the Licensor; (ii) three hundred seventy-five one-hundredth *** percent (0.375***%) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (iii) three hundred seventy-five one-hundredth *** percent (0.375***%) to Calgar and Associates. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission.
4.3 The Company shall pay to the Licensor and/or his representatives a non-refundable semi-annual royalty in an amount equal to *** percent (***%) of Net Sales by the Company, or any Affiliate of the Company, of the Licensed Products or Licensed Processes covered by at least one issued and unexpired claim under the Patent Rights to be paid as follows:
(a) percent (***%) to the Licensor; (b) *** percent (***%) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (c) *** percent (***%) to
Appears in 1 contract
Sources: License Agreement (Innovative Drug Delivery Systems Inc)
ROYALTIES AND OTHER CONSIDERATION. 4.1 In Subject to Article 4.12, in consideration of the rights, privileges and the license granted hereunder, the Company Licensee shall pay to the Licensor Licensors as set forth in, and in accordance with the provisions of, this Article 4 until the earlier to occur of (a) the last to expire patent contained in the Patent Rights and (b) until or termination of this License Agreement as hereinafter provided. For good and valuable consideration, the receipt of which is hereby acknowledged by both the Company and the Licensors, Mr. Rocamboli shall be considered a Licensor for the purposes of this Article 4.
4.2 The Licensee shall pay to Licensors:
4.2.1 a non-refundable semi-annual royalty in an amount equal to [***] percent (a[***]%) Pursuant of Net Sales by the Licensee, or any Affiliate of the Licensee, of the Licensed Products or Licensed Processes distributed as follows:
(i) [***] Percent ([***]%) to a stockholders agreement to be entered into between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D., the Company, the Licensor, ▇▇
(ii) [***] Percent ([***]%) to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Calgar and Associates
(the "Stockholders Agreement"), the Company shall grant to the Licensor and/or his representatives a number of shares of common stock of the Company, par value $.001 per share iii) [***] Percent (the "Common Stock"), representing twenty-five percent (25%) of the initial share capital of the Company. Twenty percent (20%) shall be immediately issued to the Licensor and/or his representatives and distributed as follows: (i) seventeen percent (17%) to the Licensor; (ii) one-half percent (1.5[***]%) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇
4.2.2 With respect to any royalties received by Licensee or its Affiliate from sales by any sublicensee of Licensed Products or Licensed Processes (iii“Sublicense Royalties”), Licensee shall remit to Licensor a non-refundable semi-annual royalties in an amount equal to the greater of (a) one-half [***] percent (1.5%) to Calgar and Associates.
(b) Of the shares of Common Stock to be issued to the Licensor and/or his representatives, the Company shall hold in escrow a number of such shares of Common Stock equal to five percent (5[***]%) of the initial share capital Sublicense Royalties and (b) [***] percent ([***]%) of Net Sales by any such sublicense, distributed among the Company (the "Escrow Shares"). The Escrow Shares shall vest, if at all, and be released from escrow upon completion of a statistically significant Phase III clinical trial and shall be distributed Licensors as follows:
(i) four and one-quarter percent [***] Percent (4.25[***]%) to the Licensor; ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
(ii) three hundred seventy-five one-hundredth percent [***] Percent (0.375[***]%) to ▇▇▇▇▇ ▇▇▇▇▇▇▇
(iii) [***] Percent ([***]%) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (iii) three hundred seventy-five one-hundredth percent (0.375%) to Calgar and Associates.▇
4.3 The Company shall Licensee agrees to pay to the Licensor and/or his representatives a non-refundable semi-annual royalty in an amount equal to *** percent (Licensors, or its designee(s) the following additional consideration:
4.3.1 The Milestone Payments set forth on Exhibit A attached hereto; and
4.3.2 [***] percent ([***]%) of Net Sales all sublicensing fees or other lump sum payments or other compensation received by the CompanyLicensee or an Affiliate from its sublicensees for the use, lease or any Affiliate sale of the Company, of the Licensed Products or Licensed Processes covered by at least one issued and unexpired claim under the Patent Rights to be paid as follows:
(a) percent (***%) to the Licensor; (b) *** percent (***%) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (c) *** percent (***%) toLicensed
Appears in 1 contract
Sources: Exclusive License Agreement (Dare Bioscience, Inc.)