Royalty and Payment Clause Samples
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Royalty and Payment. 7.1 For purposes of Article VII, the term ROYALTY-BASE PRODUCTS shall include ROYALTY-BASE SERVICES and ROYALTY-BASE PROCESSES.
7.2 In consideration of the license granted in ARTICLE II, LICENSEE shall remit to JOINT OWNERS a nonrefundable license fee in the amount of [****] upon the execution of this AGREEMENT by LICENSEE, and an additional [****] due two years from the execution of this AGREEMENT by the LICENSEE. This fee is to be distributed in accordance with Section 7.8.
7.3 LICENSEE agrees to pay JOINT OWNERS a running royalty of [****] per LICENSED INVENTION used, with a maximum royalty of [****] and a minimum royalty of [****] of the NET SALES of ROYALTY-BASE PRODUCTS. The running royalty shall be remitted to JOINT OWNERS within 30 days of the end of every ACCOUNTING PERIOD, i.e., within 30 days after the last day of December of each year. These running royalties are to be distributed in accordance with Section 7.8.
7.4 LICENSEE agrees to pay JOINT OWNERS minimum annual royalties of [****] for the fourth ACCOUNTING PERIOD (i.e., January-December 2007), [****] for the fifth ACCOUNTING PERIOD, and [****] for the sixth and all subsequent ACCOUNTING PERIODS. The minimum annual royalties shall be remitted within 30 days of the end of each ACCOUNTING PERIOD. These minimum annual royalties are to be distributed in accordance with Section 7.8.
7.5 For any particular ACCOUNTING PERIOD, the running royalties specified in Section 7.3 shall be credited against the minimum royalty specified in Section 7.4.
7.6 LICENSEE agrees that in the event any ROYALTY-BASE PRODUCTS shall be sold, transferred, or disposed of, to a third-party for purposes of resale in a transaction that does not represent an arm’s length transaction, then the royalties to be paid under this AGREEMENT for the ROYALTY-BASE PRODUCTS shall be based upon the NET SALES of the ROYALTY-BASE PRODUCTS by the third-party, rather than upon the NET SALES of the LICENSEE. In the event ROYALTY-BASE PRODUCTS are sold, transferred, or disposed of, to a third-party in a transaction that does not represent an arm’s length transaction, and the purpose is not resale, then NET SALES shall be calculated as if the ROYALTY-BASE PRODUCTS had been sold, transferred, or disposed of at the same prices as those charged to outside concerns buying similar merchandise in similar amounts under similar circumstances. Examples of transactions that do not reflect an arm’s length transaction includes sales, transfers or disposal...
Royalty and Payment. 5.1 In consideration of the grant hereunder, Licensee shall pay Licensor royalties in U.S. dollars at a rate of five percent (5%) of the Net Sales for all Licensed Products sold and collected under the Licensed Marks. Licensee further agrees to utilize commercially reasonable efforts to increase sales of the Licensed Products during each year of the Term. If any sales of Licensed Products are made in currencies aside from the U.S. dollar, then Royalty payments for those sales shall still be made in U.S. Dollars and shall be based on the equivalent amount in local currency calculated on the basis of the exchange rate or rates actually paid by Licensee less reasonable and customary bank fees and related exchange charges actually incurred by Licensee with respect to non-U.S currencies, as certified by Licensee’s independent auditing firm or other third party reasonably acceptable to Licensor.
5.2 In addition Licensor shall endeavor to utilize reasonable commercial efforts to introduce Licensee to established retail channels of distribution. If such introductions lead to additional sales, then in addition to the royalty payable under 5.1, Licensee shall pay Licensor an additional royalty of one percent (1%) of Net Sales received by, or derived from any new retail customer that Licensor brings to Licensee that is not a current or former customer of Licensee.
5.3 Licensee’s Royalty obligation shall accrue upon and be paid wholly from the receipt of revenue from all sales or distributions of Licensed Products. Licensee’s Royalty obligation for sales shall accrue upon the sale of each Licensed Product, payable following the time of collection by Licensee and pursuant to Section 1.9 above. Such an item shall be considered “sold” when it is billed, invoiced, delivered, transferred to a customer or shipped, whichever occurs first. If Licensee distributes or sells any Licensed Product to any affiliated or related party, other than any sale or distribution to Licensor, at an amount that is less than Licensee’s lowest wholesale price charged in arms-length sales to other parties, the Royalty shall be computed at Licensee’s lowest wholesale price charged in like arms-length sales to non-affiliated third parties.
5.4 If the payment of funds to Licensor in any country is blocked from export out of any country in the Manufacturing Territory (“Blocked Funds”), such payment either may be held by Licensee, or, at the election of Licensor, deposited in an interest-bearing escro...
Royalty and Payment. Unless indicated otherwise in the Order Form, Licensee will pay the Royalty to Mintel within thirty (30) days of receipt of Mintel’s invoice. For each year of a multiple year Term and for each Renewal Term, Mintel will invoice the Royalty year by year. Mintel may issue any invoice in electronic or print format. A fee for late payments will be assessed equal to the lesser of one and one half percent (1.5%) per month and the maximum rate permitted by law. Unless expressly provided, the Royalty excludes any sales, use, excise, or other applicable taxes, and Licensee will pay or reimburse Mintel for any such taxes (excluding any applicable taxes based on Mintel’s income) for which either Party may become or be held responsible.
Royalty and Payment. 3.1 Subject to Clause 3.2, the Licensee shall pay to BTI a royalty of US Dollars [***] of revenue on a quarterly basis, based on the sales and distribution of the Territory Licensed Products (excluding those manufactured and supplied to BTI) in the Territory as invoiced to the Licensee for the duration of the Term, in accordance to Clause 3 below (“Royalty Payment”). For the avoidance of doubt, the aforesaid Territory Licensed Products must be manufactured based on the existing BTI Patents.
3.2 In the event that the Licensee invents, develops, obtains and registers new patents (“New Patents”) based on the BTI Patents in the name of BTI, the Licensee shall pay to BTI a royalty of US Dollars [***] of revenue on a quarterly basis based on the sales and distributions of the aforesaid products in the Territory as invoiced to the Licensee for the duration of the Term provided that the aforesaid products manufactured according to the New Patents, not the existing BTI Patents.
3.3 The Licensee shall pay the Royalty Payment of a year to BTI within 30 days upon the expiry of a quarter in a year. In other words, the Licensee shall pay the Royalty Payment to BTI in the following manner:
(i) on or before the 30th day of April for the first quarter (i.e. from January to March in a year);
(ii) on or before the 30th day of July for the second quarter (i.e. from April to June in a year);
(iii) on or before the 30th day of October for the third quarter (i.e. from July to September in a year); and
(iv) on or before the 30th day of January for the forth quarter (i.e. from October to December in a year).
3.4 Both Parties agree that the Royalty Payment shall be paid to BTI’s bank account as set out in Exhibit 4.
3.3 Both Parties agree that, to determine the sales and distribution of the Products, any Product shall be regarded as distributed or sold by the Licensee or its sub-licensee after one hundred and twenty (120) days of receipt of invoice by the Licensee or its sub-licensee, or if not invoiced, when shipped or delivered by the Licensee or its sub-licensee.
3.4 The Licensee and its sub-licensees shall keep complete and accurate accounts of all Products distributed and sold and shall permit BTI at BTI’s own expense [if audit discloses underpayment of royalty, then Licensee pays for audit] and through an independent certified accountant of international standing to be agreed by both Parties, to audit such accounts in accordance to the following:
(i) at least sixty (60) days’...
Royalty and Payment. 4.1 In consideration for this License Agreement and the licenses granted under Article 2 of this License Agreement, FFI shall pay to DIVERSA for each Product sold and/or distributed by FFI or any Affiliate or sublicensee of FFI during the term of this License Agreement, a [*****] royalty of [*****] for such Product.
4.2 FFI shall pay royalties to DIVERSA [*****] within [*****] after each [*****] for Profits accruing in respect of each such [*****] (each, a "Royalty Payment Date"). FFI shall furnish to DIVERSA, [*****], on each Royalty Payment Date, written reports showing in reasonably specific detail, the [*****] [*****] to DIVERSA in respect of each such [*****]. FFI shall keep complete and accurate records in sufficient detail to properly enable the royalties payable hereunder to be determined.
Royalty and Payment. 7.1 In consideration of the license granted in ARTICLE II, LICENSEE shall remit to LICENSOR a nonrefundable license fee in the amount of one hundred thousand Dollars ($100,000), payable as follows:
(a) $15,000, payable upon execution of this AGREEMENT by LICENSEE; (b) $40,000, payable four months following the LICENSE COMMENCEMENT DATE; (c) $45,000, payable ten months following the LICENSE COMMENCEMENT DATE.
7.2 LICENSEE agrees to pay LICENSOR a running royalty of five percent (5%) of the NET SALES of ROYALTY-BASE PRODUCTS, provided that the sum of the NET SALES of ROYALTY-BASE PRODUCTS sold by LICENSEE does not exceed $1,000,000 in any ACCOUNTING PERIOD. In the event that the NET SALES OF ROYALTY-BASED PRODUCTS sold by LICENSEE within any ACCOUNTING PERIOD exceed $1,000,000, then LICENSEE shall pay LICENSOR a running royalty of five percent (5%) of NET SALES of ROYALTY-BASE PRODUCTS up to $1,000,000 and three percent (3.0%) of Net SALES of ROYALTY-BASE PRODUCTS in excess of $1,000,000 during any ACCOUNTING PERIOD. Running royalties shall be remitted to LICENSOR within 30 days of the end of every ACCOUNTING PERIOD, i.e., within 30 days after the first day of each January and July.
7.3 LICENSEE agrees to pay LICENSOR a minimum royalty of $10,000 at the end of each of the four ACCOUNTING PERIODS occurring during the years 2004 and 2005, and $15,000 at the end of each of the four ACCOUNTING PERIODS occurring during the years 2006 and 2007, and $25,000 at the end of each ACCOUNTING PERIOD thereafter. Such minimum royalty payments shall be remitted within 30 days of the end of every ACCOUNTING PERIOD, subject to the provisions of Section 7.4. Further, notwithstanding any other provision of this AGREEMENT, if, pursuant to its performance of this AGREEMENT, LICENSEE diligently endeavors in good faith to obtain one or more sublicenses from any third party to whom LICENSOR has granted license rights which would otherwise be infringed, or which LICENSEE reasonably apprehends might be alleged to be infringed pursuant to the performance of this AGREEMENT, or to obtain a further license from LICENSOR with respect to such license rights, and is unable to obtain such sublicense(s) from a third party, or to obtain a further license from LICENSOR, and upon the provision to LICENSOR of 30-days written notification of such an eventuality , then all dates set forth in Sections 7.1 and 7.3 hereof with respect to future payments which become due under this AGREEMENT shall comme...
Royalty and Payment. (a) In addition to the Basic Rent (as defined in the Lease), so long as Subsidiary or Grantor owe Landlord, Koze Investments LLC, Secured Party, or any of their affiliates, any amounts of money, Subsidiary (or Grantor on Subsidiary’s behalf, or vice versa) shall also pay, without prior notice or demand, Secured Party Royalty (“Secured Party Royalty”) in an amount equal to $0.20 CAD per gram sold. This payment shall be made monthly at the beginning of the month for the previous month and shall be subject to audit at Subsidiary’s sole expense. Should any audit reveal any inconsistencies, Subsidiary or Grantor shall reconcile and make payment within seventy-two (72) hours.
(b) If payment of the Secured Party Royalty set forth in (a) above is not made pursuant to the provisions thereof, the Secured Party Royalty amount shall increase to $0.40 CAD per gram sold. Once all amounts due to Landlord, Koze Investments LLC, Secured Party, and their affiliates have been paid in full or no longer exist, the Secured Party Royalty shall no longer be due. Payment of the Secured Party Royalty shall not be construed in any way to reduce or eliminate the Secured Obligations. The Secured Royalty Payment is in addition to the Secured Obligations of the Grantor and Subsidiary.
Royalty and Payment. Obligations Termination of this Agreement by a Party, for any reason, shall not release Genentech from any obligation to pay royalties or make any payments to Pieris that are due and payable prior to the effective date of termination.
Royalty and Payment. 5 ARTICLE VII Reports.......................................................8 ARTICLE VIII Books, Records and Examination................................10 ARTICLE IX Sublicenses...................................................10
Royalty and Payment. A. Licensee shall pay to the Licensor an Initial Licensing Fee of 1,000,000 restricted shares of Toppers Brick Oven Pizza, Inc. (the “Company”) Common Stock (the “Shares”) for the rights granted hereunder. The Shares, while owned by Licensor will be proportionately increased if the total shares of the common stock of the Company are increased, excluding increases to accommodate a forward stock split, capital raising, acquisitions approved by the Board of Directors of the Company (the “Board”) or Board-approved compensation for employees or consultants in the ordinary course of business. In such cases where Licensor is entitled to acquire additional shares of the Company’s stock, an appropriate and proportionate adjustment shall be made in the number of shares that Licensor is entitled to own and Licensor will have the right to purchase such additional shares of the common stock of the Company at $ .05 per share. No adjustment shall be made for any of the Shares that have been sold, assigned or pledged by Licensor prior to any event that would have otherwise resulted in an adjustment.
B. Licensee shall pay a royalty of 500,000 shares of Toppers Common Stock (the “Stock Royalty”) to Licensor for the opening of the first twenty-five (25) units of Famous Uncle Al’s Hot Dog restaurants. The Stock Royalty shall be paid to Licensor in 100,000 share increments per each five (5) units opened up to twenty-five (25) units. All Stock Royalties shall be paid on or before the last day of the month in which the fifth of each group of five stores is opened.
C. Licensee shall pay to Licensor a cash royalty on the total retail sales in the Famous Uncle Al’s Hot Dogs franchise system (“Cash Royalty”) on an annual basis. The Cash Royalty shall equal One Percent (1%) of the first $ 5,000,000 of total system sales and ½% (one-half percent) of total system sales over $5,000,000. The Cash Royalty shall be paid within 30 days of receipt by Licensee of royalties from franchise units or within 30 days of the end of the month for each Company-owned unit.
D. Licensee shall issue to Licensor an option to purchase 500,000 shares of common stock of Toppers Brick Oven Pizza, Inc. at a price of $ .05 per share at any time prior to January 1, 2007.
E. Licensee shall furnish with each payment a statement certified by an officer of the Licensee specifying as to franchise royalties received by Licensee.