Royalty Consideration Clause Samples

The Royalty Consideration clause defines the payment terms under which royalties are calculated and paid from one party to another, typically in exchange for the use of intellectual property such as patents, copyrights, or trademarks. This clause outlines the basis for royalty calculations, such as a percentage of sales, a fixed fee per unit, or other agreed metrics, and may specify payment schedules, reporting requirements, and audit rights. Its core function is to ensure both parties have a clear understanding of how and when royalties are owed, thereby reducing the risk of disputes and ensuring fair compensation for the use of protected assets.
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Royalty Consideration. As additional consideration for the purchase of the Purchased Assets, the Buyer agrees to make the following payments to the Seller in accordance with, and subject to the conditions of, this Section 2.2(c) and Section 6.1 (the sum of any such payments, if any, the “Royalty Consideration”): (i) A 5% royalty on a quarterly basis beginning on the Closing Date, and terminating on the ten (10) year anniversary of the Closing Date, on all Net Sales of Products.
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Royalty Consideration. (a) Except as otherwise provided in Section 3.2(c) hereof, Buyer shall pay to Seller [REDACTED: Royalty percentage] royalty on Net Sales in the Territory from the Closing and until December 31, 2023 (the “Royalty”). Thereafter the Royalty shall decrease to [REDACTED: Royalty percentage] of Net Sales until December 31, 2034. The Royalty provided in this Section 3.2(a) shall be determined after deduction of amounts spent by Buyer or its Licensee as part of the Minimum Promotional Spend. In the event a Generic Product is launched in the Territory by an independent Third Party, the applicable royalty will be reduced to [REDACTED: Royalty percentage] of Net Sales. (b) Buyer agrees to use Commercially Reasonable Efforts to market and commercialize the Product in the Territory itself or through a Third Party licensee, including to identify and enter into engagements with prospective licensees in the Territory. "Commercially Reasonable Efforts" means, with respect to commercialization of a Product, those efforts and resources applied by Buyer to its own products at a similar stage of development or commercialization, with a similar likelihood of technical success and regulatory approval, and with similar commercial and economic potential, taking into account all relevant considerations including the safety and efficacy profile, development and manufacturing expense, resource and investment needs, the patent and data exclusivity protection, the regulatory approval requirements, competitive products (both commercialized and in development), the potential return on investment, the potential profitability, and, scientific or commercial viability. In addition, during the [REDACTED: Time period] from the Closing Date, Buyer or its licensee will spend a minimum of [REDACTED: Amount related to advertising and promotional activities] on direct advertising and promotional activities specifically related to launching and commercializing the Product in the Territory (the “Minimum Promotional Spend”); provided, however that the Buyer’s Minimum Promotional Spend obligation shall be suspended for any month (and the [REDACTED: Time period] period shall be correspondingly extended) in which the launch or sale of the Product in the Territory is delayed by a Launch Delay Event. For purposes of this Section 3.2(b), a “Launch Delay Event” shall mean (i) an event that Buyer and Seller mutually agree in writing should constitute a Launch Delay Event, (ii) a position taken by the US Food...
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Royalty Consideration. At Completion, in consideration of NLS assigning the Shareholder Loans and Encumbrances therefor to the Purchaser pursuant to clause 5.1 hereof, the Purchaser will grant a royalty to NLS on the terms of the Royalty Agreement.
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Royalty Consideration. In consideration for the rights it has been granted, CQENS has received value it deems sufficient and appropriate and will not charge LEAP royalties nor will LEAP be required to pay royalties in connection with the licenses and rights extended. In no event shall LEAP be obligated to make any payment or other remuneration to CQENS in connection with this Agreement; it being acknowledged and agreed that all such remuneration has been paid to CQENS in connection with that certain Contribution Agreement entered into by and between the parties as of the date hereof (the “Contribution Agreement”).
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Royalty Consideration. So long as this Agreement remains effective, the Buyer shall pay to the Sellers or to an entity or person of the Sellers' designation, one and one half percent (1.5%) of the Net Revenues generated by the Company on the sale of all Equipment.
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Royalty Consideration. In consideration for the rights granted to it, VapAria shall further pay royalties as described in this Article.
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Royalty Consideration 
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Related to Royalty Consideration

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Priority consideration If the Contract Amount is $200,000 or more, Contractor shall give priority consideration in filling vacancies in positions funded by this Agreement to qualified recipients of aid under Welfare and Institutions Code section 11200 in accordance with PCC 10353.

  • The Consideration 9.1. In consideration for the successful completion of the Works, the timely supply of the R350HT Rails and the fulfillment of all of Supplier's obligations pursuant to this Agreement including, without limitation, the Warranty and all accompanying services and equipment to ISR's full satisfaction as required in accordance with the terms and conditions of this Agreement, Supplier shall be entitled to receive payment in accordance with the Consideration Annex attached hereto as Annex B (the “Consideration”). 9.2. Consideration shall be the final, complete and inclusive price that shall be paid to Supplier for the design, manufacture, preservation treatment, supply, delivery, unloading and Warranty of the R350HT Rails and the execution of all the Works pursuant to this Agreement, exclusive only of VAT. Other than as set forth herein, the Supplier shall not be entitled to receive any additional payments in connection with the performance of its obligations hereunder. The Consideration is inclusive of all taxes (other than VAT), license fees, royalties, or any other costs or expenses of any kind related to the provision of the R350HT Rails and/or to the Works. ISR shall not be charged with any further payments in connection with the Supplier’s execution of any of its obligations and undertakings under this Agreement. 9.3. Value added tax, to the extent applicable, shall be added to any payment made by ISR to Supplier hereunder, subject to the issuance of a tax invoice on ISR’s name, in accordance with the law. All amounts payable to the Supplier under this Agreement shall be paid in Euros (€). 9.4. For the removal of any doubt, it is hereby clarified that all taxes, fees, duties, licenses, costs or other payments that are to be paid in connection with the exportation, supply and delivery of the R350HT Rails, including but not limited to all types of importation and custom duties and services, such as transportation costs, customs agents’ fees, purchase tax (in Hebrew "Mas Kniya" or "הינק סמ" ), wharf fees (in Hebrew "Dmei Ratzif" or "ףיצר ימד" ), cleaning of the containers and unloading at the Site, Israeli customs duties, port handling fees (in Hebrew "Dmei ▇▇▇▇▇" or "לוטינ ימד" ), port infrastructure fees (in Hebrew "Dmei Tashtit" or "תיתשת ימד"), cam locks for discharging the R350HT Rails at port, supervision while discharging at port, discharging terms at port, etc. shall be considered as part of the Consideration and shall be borne solely by Supplier.

  • Special Considerations The Provider position may be abolished at any time by the Collin County Commissioners Court.