Royalties and Other Payments Clause Samples
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 m...
Royalties and Other Payments. Except as set forth on Schedule 7.24, none of the Obligors nor any of their Subsidiaries is obligated, pursuant to any Contract or otherwise, to pay any royalty, milestone payment, deferred payment or any other contingent payment in respect of any Product.
Royalties and Other Payments. 5.3.1. Royalties
(a) Subject to the terms and conditions of this Agreement, and in further consideration of the rights granted by RUSH hereunder, ACORDA or its designees shall pay to RUSH royalties during the Base Royalty Term in an amount equal to (i) [* *] of Net Sales in each Royalty Year in the United States; and (ii) [* *] of Net Sales in each Royalty Year in each country in the Territory other than the United States. Royalties on Net Sales at the rates set forth in this Section 5.3.1(a) shall accrue as of the date of First Commercial Sale of Product in the applicable country and shall continue and accrue on Net Sales on a country-by-country basis until the expiration of the Base Royalty Term in such country. Thereafter, ACORDA shall be relieved of any royalty payment under this Section 5.3.1(a).
(b) Subject to the terms and conditions of this Agreement, and in further consideration of the rights granted by RUSH hereunder, ACORDA or its designees shall pay to RUSH royalties during the Reduced Royalty Term in an amount equal to (i) [* *] of Net Sales in each Royalty Year in the United States; and (ii) [* *] of Net Sales in each Royalty Year in each country in the Territory other than the United States. Royalties on Net Sales at the rates set forth in this Section 5.3.1
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, unless this Agreement shall be sooner terminated as hereinafter provided in Article XV. The payments are as follows:
Royalties and Other Payments. 8.1 The Licensee will pay to the Licensor, for a period commencing on the date of this Agreement and expiring on the later of (a) the expiration of the last Valid Claim claiming a Licensed Product or (b) twenty (20) years from the date of this Agreement (“the Royalty Term”), a royalty equal to the Royalty Rate on all Net Sales of Licensed Products . However:-
(i) in countries where (a) Market Exclusivity does not exist; and (b) the Licensed Product is being sold by the Licensee or any Affiliate of the Licensee and (c) a Directly Competing Product is being actively marketed by a commercial third party entity (not being a sub - licensee under this agreement) and as a result market share in that country reduces by more than [**] percent ([**]%) in that time period calculated by reference to Net Sales averaged over the three calendar years ending immediately before the period that is being considered, then in respect of that time period the Licensee shall be entitled to a reduction in the Royalty Rate of [**] percent ([**]%) in that country; and
(ii) in countries where (a) Market Exclusivity does not exist; and (b) the Licensed Product is being sold by a sub-licensee or a sub-sub-licensee then the Licensee shall be liable to pay royalties that are the lesser of (i) what would have been payable under this clause 8.1; or (ii) [**] percent ([**]%) of the sums actually paid to the Licensee by its sub-licensee in respect of sales of the Licensed Product
(iii) In this clause 8.1, unless stated otherwise a reference to “sub-licensee” includes all direct and indirect sub-licensees of the Licensee
8.2 On expiration of the Royalty Term, all licences granted to the Licensee hereunder and for clarity including the right to sub-licence shall become perpetual, irrevocable, royalty free and fully paid up.
8.3 The Licensee shall pay to the Licensor a royalty equal to the Fee Income Royalty Rate on any upfront fee received by the Licensee in connection with the grant of any sub-licence or a sub-sub licence in respect of the Licensed Technology. The Licensee shall notify the Licensor, within [**] days of receipt of any upfront fee received by the Licensee in connection with the grant of any sub-licence in respect of the Licensed Technology and thereafter pay the royalty within [**] days of receipt of an invoice from the Licensor in respect on the royalty.
8.4 The Licensee will notify the Licensor within [**] days after it or any Affiliate or sub-licensee achieves any Milestone,...
Royalties and Other Payments. 7.1 Licensor will invoice the Licensee for the Signing Fee shortly after signature of this agreement and the Licensee must settle the invoice within thirty (60) days of receipt.
7.2 The Licensee will pay to Licensor a royalty equal to the applicable Royalty Rate on all Net Sales of Licensed Products.
7.3 In the event that the royalties paid to Licensor under clause 8.2 do not amount to at least the Minimum Sum, the Licensee must make up the difference between the royalties paid under clause 8.2 and the Minimum Sum in each Licence Year where a Minimum Sum applies.
7.4 The Licensee will pay to Licensor a royalty equal to the Fee Income Royalty Rate on all up-front, milestone, minimum sum and other one-off payments (other than payments received by the Licensee from a third party which, in accordance with the terms under which those payments are received, may only be used by the Licensee in relation to research and development of a Licensed Product) received by the Licensee under or in connection with all sub-licences and options granted by the Licensee with respect to the Licensed Technology excluding royalties paid to the Licensee by a sub-licensee based on net sales of Licensed Product. The Licensee will pay each such royalty within thirty (30) days after its receipt of the payment to which the royalty relates.
7.5 The Licensee will notify Licensor as soon as possible after it or any sub-licensee achieves any Milestone, and pay to Licensor the Milestone Fee in respect of each Milestone within thirty (30) days of the date on which each Milestone is achieved by the Licensee or a sub-licensee.
7.6 The Signing Fee and the Milestone Fee are non-refundable and will not be considered as an advance payment on royalties payable under clause 8.2. No part of the Minimum Sum will be refundable or applicable to succeeding Licence Years.
7.7 If a Licensed Product Marketed by the Licensee is re-Marketed by an Affiliate, the royalty on each such Licensed Product will be calculated on the highest of the prices at which it is Marketed or re-Marketed. The Licensee will pay to Licensor a royalty equal to the Fee Income Royalty Rate on any sum received by any sub-licensee that is an Affiliate where a royalty equal to the Fee Income Royalty Rate would have been due on that sum under clause 8.4 had it been received directly by the Licensee.
7.8 The Licensee or any of its sub-licensees may supply a commercially reasonable quantity of Licensed Products for promotional sampling prov...
Royalties and Other Payments. A. Royalties shall be paid in accordance with the following schedule on Primary and Secondary Products based upon the Licensed Patent(s) utilized in the discovery or development of such Primary or Secondary Product:
1. Until the expiration of the Licensed Patent(s) utilized for such Primary or Secondary Product: the royalty rate on Primary Products shall be [ * ] of the Net Sales (as defined below) of Primary Products sold by Licensee or its sublicensees; the royalty rate on Secondary Products shall be [ * ] of the Net Sales of Secondary Products sold by Licensee or its sublicensees;
2. Upon the expiration of the last of the Licensed Patents utilized for such Primary or Secondary Product: the royalty rates due Licensor on Net [ * ] = Certain confidential information in this document, marked by brackets, has been ommitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Royalties and Other Payments. 8.1 OUI will invoice the Licensee for the Completion Fee shortly after signature of this agreement and the Licensee must settle the invoice within thirty (30) days of receipt. Where at the date of this agreement the total aggregate subscription amount received by the Licensee from its investors or that its investors have agreed to pay for shares in the Licensee is less than £500,000, the amount of the Completion Fee due following signature of this agreement will be reduced to ten percent (10%) of that subscription amount provided that the Licensee will notify OUI as soon as the cumulative subscription amount invested in the Licensee equals or exceeds £500,000 and following that notice will pay to the Licensee the balance of the Completion Fee within thirty (30) days of receipt of an invoice from OUI.
8.2 The Licensee will pay to OUI a royalty equal to the applicable Royalty Rate on all Net Sales of Licensed Products that exceed the Royalty Threshold. The Licensee will notify OUI as soon as possible after it achieves the Royalty Threshold.
8.3 Following expiration or revocation of the last Valid Claim covering a Licensed Product in a country in which the Licensed Product is Marketed and where there is being Marketed and sold by a third party in the normal course of business a product that, directly or indirectly, competes with the Licensed Product, the Step Down Rate (as defined below) shall apply on a country-by-country basis to the applicable Royalty Rate of such Licensed Products. For the purposes of this clause 8.3, the "Step Down Rate" shall be the percentage decrease of (a) the average price of the Licensed Product in the twelve months prior to the introduction of a competitive product compared against (b) the average price of the Licensed Product for the twelve months following the introduction of a competitive product.
8.4 The Licensee will pay to OUI the Exit Fee on the occurrence of an Exit Event and the obligation to do so will survive the termination or expiry of this agreement provided that the Licensee may buy out the right for OUI to receive the Exit Fee at any time by paying OUI the Exit Buy Out Amount. The Licensee will notify OUI as soon as possible after it signs head of terms for any Exit Event, and in any event at least thirty (30) days prior to an Exit Event and will pay to OUI the Exit Fee within thirty (30) days of the date on which the Exit Event is completed.
8.5 The Licensee will pay to OUI a royalty equal to the Fee Income Royalt...
Royalties and Other Payments. 5.1 Beginning with the FIRST COMMERCIAL SALE of any PRODUCT and subject to the other provisions of this Article 5, COMPANY shall pay GENERAL royalties for each PRODUCT sold by COMPANY or its AFFILIATES or SUBLICENSEES as follows:
(i) percent (**** %) of the NET SALES PRICE of each THERAPEUTIC PRODUCT;
(ii) percent (**** %) of the NET SALES PRICE of each DIAGNOSTIC PRODUCT; and
(iii) during each of the ten (10) years next following the FIRST COMMERCIAL SALE anywhere in the world by COMPANY, its AFFILIATES or SUBLICENSEES, one percent (1%) of the NET SALES PRICE of each PRODUCT on which no royalty is payable under clause (i) or (ii) above.
(a) If more than one royalty rate under Paragraph 5.1 is applicable to a PRODUCT, the highest of the applicable royalties shall apply.
(b) Only one royalty under Paragraph 5.1 shall be due and payable to GENERAL by COMPANY for any PRODUCT regardless of the number of PATENT RIGHTS covering such PRODUCT.
(c) Any royalties due GENERAL on NET SALES PRICE for the transfer or sale of PRODUCT between SELLER and a DISTRIBUTOR shall be calculated on the GROSS SALES PRICE of PRODUCT received by SELLER, less any deductions allowed under Paragraph 1.11(a), and shall not be calculated on the gross selling price of PRODUCT received by the DISTRIBUTOR. Notwithstanding the foregoing, if the payments to be received by SELLER from a DISTRIBUTOR on account of sales of PRODUCT shall be based on the actual final net or gross selling price of PRODUCT sales received by the DISTRIBUTOR from a final customer or end-user of PRODUCT, such payments shall be subject to the royalty owing GENERAL under Paragraph 5.1.
5.3 In addition to the royalties provided for above, COMPANY shall pay GENERAL **** percent (**** %) of any and all non-royalty income, i.e., license fee payments, milestone payments and other sums received from any SUBLICENSEE other than as royalties in consideration for the sublicensing of any right or license granted to COMPANY hereunder. Such amount shall be payable for each ACCOUNTING PERIOD and shall be due to GENERAL within sixty (60) days of the end of each ACCOUNTING PERIOD. Notwithstanding the foregoing, COMPANY shall have no obligation to make any payment pursuant to this Paragraph 5.3 with respect to any (i) equity investment made by or loan from a SUBLICENSEE, (ii) reimbursement of expenses or other costs funded by COMPANY or payments to COMPANY for services rendered or (iii) any amount paid for the exercise of rights other tha...
Royalties and Other Payments. There are no milestone payments, profit share obligations, royalty payments or other amounts in each case that are based on the Manufacture, Development or Commercialization of the Galapagos Molecules or Galapagos Products required to be paid to a Third Party as a result of the Manufacture, Development or Commercialization of the Galapagos Molecules or Galapagos Products under any agreement to which Galapagos or any of its Affiliates is a party.