Royalties and Payment Terms Sample Clauses
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Royalties and Payment Terms. 3.1. Licensee shall pay to Licensor the royalty on Net Sales of Licensed Products as specified in the attached Schedule D. Licensee’s obligation to pay royalties under this Agreement will be triggered by the invoice date or the shipping date of the Licensed Products, whichever occurs first. Royalty payments are due thirty (30) days after the end of each calendar quarter.
3.2. Licensee shall keep accurate and complete records containing all information required for the computation and verification of the payments due under Paragraph 3.1. Licensee shall keep records for a period of at least three years. On a quarterly basis and upon five days advance written notice, Licensor shall have the right to inspect such records during Licensee’s ordinary business hours to verify the accuracy of any royalty payments made under this Agreement. If an audit by Licensor uncovers a deficiency in any royalty payment Licensee must immediately remit the amount due, including a ten percent (10.0%) per annum finance charge, compounded every thirty (30) days.
3.3. Any past due royalty payments will carry an interest rate of one percent (1.0%) per month commencing on the due date and compounding every thirty (30) days thereafter.
3.4. Except for calendar year 2004, within thirty (30) days after the end of each calendar quarter, Licensee will have paid to Licensor at least the following cumulative royalty payment amounts: First Quarter: 20% of the total minimum annual royalty for that year. Second Quarter: 40% of the total minimum annual royalty for that year. Third Quarter: 60% of the total minimum annual royalty for that year. Fourth Quarter: 100% of the total minimum annual royalty for that year. If any of the above cumulative royalty payment amounts is not met by Licensee, or if Licensee is late for any quarterly royalty payment, Licensee will be deemed to have defaulted. Upon written notice of such default, Licensee shall have ninety (90) days to cure such default; otherwise Licensor may immediately terminate this Agreement.
Royalties and Payment Terms. 4.1 CONSIDERATION FOR GRANT OF RIGHTS.
(a) LICENSE ISSUE FEE AND PATENT COST REIMBURSEMENT. M.I.T. acknowledges that COMPANY paid to M.I.T. on the EFFECTIVE DATE a license issue fee of [**]Dollars ($[**]), and, in accordance with Section 6.4, has and shall reimburse M.I.T. for its actual expenses incurred as of the ORIGINAL EFFECTIVE DATE in connection with obtaining the PATENT RIGHTS. These payments are nonrefundable.
(b) LICENSE MAINTENANCE FEES. COMPANY shall pay to M.I.T. the following license maintenance fees on the dates set forth below: [**] (which payment M.I.T. acknowledges it has received) $ [**] [**] $ [**] [**] $ [**] [**] $ [**] [**] $ [**] [**] $ [**] [**] $ [**] [**] and [**] every year thereafter $ [**] This annual license maintenance fee is nonrefundable; however, the license maintenance fee may be credited to running royalties subsequently due on NET SALES earned during the same calendar year, if any. License maintenance fees paid in excess of running royalties due in such calendar year shall not be creditable to amounts due for future years.
(c) RUNNING ROYALTIES DUE ON NET SALES BY COMPANY AND AFFILIATES. COMPANY shall pay to M.I.T. a running royalty of:
(i) [**] percent ([**]%) of NET SALES by COMPANY and AFFILIATES of LICENSED PRODUCTS or LICENSED PROCESSES which do not fall under any of the PATENT RIGHTS for M.I.T. CASES [**]; AND
(ii) [**] percent ([**]%) of NET SALES by COMPANY and AFFILIATES of LICENSED PRODUCTS or LICENSED PROCESSES which fall under any of the PATENT RIGHTS for M.I.T. CASES [**];
(d) RUNNING ROYALTIES DUE ON NET SALES BY SUBLICENSEES. COMPANY shall pay to M.I.T. a running royalty of:
(i) If the LICENSED PRODUCT or LICENSED PROCESS does NOT fall under any of the PATENT RIGHTS for M.I.T. CASES [**], the lesser of:
(a) [**] percent ([**]%) of NET SALES by SUBLICENSEES; OR
(b) [**] percent ([**]%) of the royalty received by COMPANY from SUBLICENSEES for NET SALES made by SUBLICENSEES; AND
(ii) If the LICENSED PRODUCT or LICENSED PROCESS falls under any of the PATENT RIGHTS for M.I.T. CASES [**], the lesser of:
(a) [**] percent ([**]%) of NET SALES by SUBLICENSEES; OR
(b) [**] percent ([**]%) of the royalty received by COMPANY from SUBLICENSEES for NET SALES made by SUBLICENSEES Running royalties shall be payable for each REPORTING PERIOD and shall be due to M.I.T. within sixty (60) days after the end of each REPORTING PERIOD.
Royalties and Payment Terms. 6.1. Royalties payable by Licensee to Carnegie Mellon shall be [* * *] of Net Sales. However, no Royalties from Dispositions of Licensed Products by Licensee (but not any of its sublicensees) under this Section shall be due and payable to Carnegie Mellon for a period of three (3) years following the Effective Date or until the closing of a Change of Control Event, whichever may occur sooner. In the event that Licensee is legally required to pay bona fide royalties to a third party(ies) with respect to any Disposition of a Licensed Product for which Licensee is also legally required to pay Royalties to Carnegie Mellon under this Agreement, then Licensee shall be entitled to deduct fifty percent (50%) of such royalties paid to such third party(ies) with respect to that Disposition of a Licensed Product from the Royalties due to Carnegie Mellon under this Agreement for that Disposition of a Licensed Product; provided that such Royalties due to Carnegie Mellon shall in no event be less than [* * *] of Net Sales.
6.2. Licensee shall pay to Carnegie Mellon [* * *] of Sublicense Fees.
6.3. Royalties and Sublicense Fees payable to Carnegie Mellon shall be paid by Licensee to Carnegie Mellon, as set forth in this Section 6, for each Fiscal Quarter within sixty (60) days after the end of such Fiscal Quarter, until this Agreement expires or is terminated in accordance with the terms of this Agreement. If this Agreement terminates before the end of a Fiscal Quarter, the payment for the terminal fractional portion of a Fiscal Quarter shall be made within ninety (90) days after the date of termination of this Agreement. All Royalties and other amounts payable hereunder shall be paid in U.S. Dollars and shall be made by wire transfer to Carnegie Mellon’s account No. [* * *], or by Licensee’s check sent in accordance with Section 22 (Notices).
6.4. All amounts payable hereunder which are overdue shall bear interest until paid at a rate equal to the Prime Rate in effect at the date such amounts were due plus four percent (4%) per annum, but in no event to exceed the maximum rate of interest permitted by applicable law. This provision for interest shall not be construed as a waiver of any rights Carnegie Mellon has as a result of Licensee’s failure to make timely payment of any amounts.
Royalties and Payment Terms. 4.1 CONSIDERATION FOR GRANT OF RIGHTS.
(a) LICENSE ISSUE FEE AND PATENT COST REIMBURSEMENT. COMPANY shall pay to M.I.T. on the EFFECTIVE DATE a license issue fee of [**] dollars ($[**]). This payment is nonrefundable.
(b) LICENSE MAINTENANCE FEES. COMPANY shall pay to M.I.T. the following license maintenance fees on the dates set forth below: [**] and each [**] every year through [**] $ [**] [**] $ [**] [**] $ [**] and each [**] every year thereafter $ [**] This annual license maintenance fee is nonrefundable; however, the license maintenance fee may be credited to running royalties subsequently due on NET SALES earned during the same calendar year, if any. License maintenance fees paid in excess of running royalties due in such calendar year shall not be creditable to amounts due for future years.
Royalties and Payment Terms. 4.1 Consideration for Grant of Rights.
Royalties and Payment Terms. 4.1. LICENSEE shall be subject to the following payments to the UNIVERSITIES:
Royalties and Payment Terms. 4.1 Consideration for Grant of Rights. (a) License Issue Fee. COMPANY shall pay to M.I.T. on the EFFECTIVE DATE a license issue fee of Ten thousand dollars ($10,000.00). This payment is nonrefundable. 8 (b) License Maintenance Fees. COMPANY shall pay to M.I.T. the following license maintenance fees on the dates set forth below: January 1, 2015 $ 5,000 January 1, 2016 $ 10,000 January 1, 2017 $ 15,000 January 1, 2018 $ 15,000 Each January 1 of every year thereafter $ 20,000 This annual license maintenance fee is nonrefundable; however, the license maintenance fee may be credited to running royalties subsequently due on NET SALES earned during the same calendar year, if any. License maintenance fees paid in excess of running royalties due in such calendar year shall not be creditable to amounts due for future years. (c) Running Royalties for Licensed Products and Licensed Services. COMPANY shall pay to M.I.T. a running royalty of One-and-a- half percent (1.5%) of NET SALES of LICENSED PRODUCTS or use of LICENSED PROCESS by COMPANY and AFFILIATES. Running royalties shall be payable for each REPORTING PERIOD and shall be due to M.I.T. within sixty (60) days of the end of each REPORTING PERIOD. (d) Running Royalties for Licensed Services. COMPANY shall pay to M.I.T a running royalty of One-and-a-half percent (1.5%) of the gross revenue from the sale of LICENSED SERVICES. Running royalties shall be payable for each REPORTING PERIOD and shall be due to M.I.T. within sixty (60) days of the end of each REPORTING PERIOD.
Royalties and Payment Terms. 4.1 Consideration for Grant of Rights.
(a) License Issue Fee and Patent Cost Reimbursement. COMPANY shall pay to MIT, within thirty (30) days of invoicing, a license issue fee of ten thousand dollars ($10,000), and, in accordance with Section 6.2, shall reimburse MIT for its actual expenses incurred as of the EFFECTIVE DATE in connection with obtaining the PATENT RIGHTS. These payments are nonrefundable.
Royalties and Payment Terms. (a) In consideration of the licenses granted hereunder, LICENSEE shall pay LICENSOR a royalty for the sale of all Products (excluding Seconds and Close-out Inventory) equal to:***
(c) Each party will bear (and the royalty payable to LICENSOR herewith shall be without reduction for) any taxes, duties and other governmental charges imposed on such party by a taxing authority, including without limitation, if applicable, any withholding taxes, stamp duties or documentary taxes, turnover, sales or use taxes, value added taxes, excise taxes, customs or exchange control duties or any charges relating to, or on, any royalty payable by LICENSEE to LICENSOR.
(d) All royalty payments shall accrue upon the sale of the Products regardless of the time of collection by LICENSEE. Products shall be considered "sold" upon the date of invoicing by LICENSOR. All amounts payable hereunder by LICENSEE, shall be payable on a quarterly basis commencing from the quarter starting August 1, 2001 and shall be paid to LICENSOR within thirty (30) days of the end of each quarter. LICENSEE shall submit with each such payment a report detailing the Products sold by category, e.g., outerwear, shorts, etc., the royalties due therefor, and substantiating evidence if reduced royalties are paid for Products which have been sold as Seconds or Close-out Inventory. In addition, LICENSEE shall include in each payment report an accounting of amounts spent to market and promote the Products, as required under Section 4(i) of this Agreement.
(e) LICENSEE hereby agrees if the annual Net Sales do not exceed the annual Net Sales amounts shown below for each Contract Year of this Agreement, LICENSOR may, at its option, terminate this Agreement as described in Section 6: The minimum Net Sales for all subsequent Contract Years after Contract Year 8 shall be equal to the amount of the highest Net Sales in any previous Contract Year (the "Best Net Sales") plus an amount equal to the product of the Best Net Sales and the average Consumer Price Index for the entire Contract Year in question.
(f) LICENSEE shall, at all times during the Term of this Agreement, keep full and complete books and records of the manufacture, sale and distribution of the Products in the Territory. LICENSOR or its authorized representative shall have the right, at LICENSOR'S expense, to audit and inspect such books and records of LICENSEE to ascertain LICENSEE'S compliance or non-compliance with its obligations under this Agreement, p...
Royalties and Payment Terms. 5.1 In consideration for the Licensed Patent Rights set forth in Section 2 of this Agreement,
a. Licensee shall pay to MMC on the Effective Date, a license issue fee of ten thousand dollars ($10,000), and ten thousand dollars ($10,000) three months after the Effective Date. These payments are nonrefundable and are payable in common stock of the Licensee calculated based upon the closing bid price on the Effective Date of this Agreement.
b. Licensee shall pay MMC the following non-refundable license maintenance fees at the times set forth below:
(1) One Hundred Thousand dollars ($100,000) within thirty (30) days after submission to the FDA the first filing of a New Drug Application (NDA) based upon an indication covered by a validly issued claim of the Licensed Patent Rights; and
(2) Two Hundred Fifty Thousand dollars ($250,000) within thirty (30) days after the approval by the FDA of the first NDA based upon an indication covered by a validly issued claim of the Licensed Patent Rights;
(3) Milestone payment described above can be paid in cash, or common stock of the Licensee or an Affiliate thereof.
5.2 Licensee shall pay MMC an Earned Royalty composed of three percent (3%) of the Net Proceeds of Sale of a Royalty-Bearing Product based upon an FDA-approved or comparable foreign agency-approved indication in such territory that is covered by a validly issued claim of the Licensed Patent Rights, and such additional royalty as may be due under Section 5.4 below.