Royalty on NET REVENUES Clause Samples

The 'Royalty on NET REVENUES' clause defines the obligation of one party to pay royalties based on the net revenues generated from the use, sale, or licensing of a product, service, or intellectual property. Typically, this clause specifies that royalties are calculated as a percentage of net revenues, which are gross revenues minus certain allowable deductions such as taxes, returns, or specific expenses. By tying royalty payments to net rather than gross revenues, the clause ensures that the royalty recipient is compensated fairly while accounting for legitimate business costs, thereby balancing the interests of both parties and reducing disputes over payment calculations.
Royalty on NET REVENUES. 2.1. In consideration of the license of the DDS IONTOPHORETIC PATENT RIGHTS to IOMED, and subject to the provisions of Article IV paragraphs 2.2. and 2.3, the royalty payable by IOMED to DDS shall be **** percent (****%) on NET REVENUES generated on or after the EFFECTIVE DATE. 2.2. IOMED shall not be required to pay a royalty to DDS in excess of one percent (1%) of NET REVENUES on commercialization of the products listed in Appendix D hereto which, the Parties acknowledge, are presently-marketed products of IOMED. In the event of any dispute relating to the foregoing provisions of this Paragraph, the Parties shall cause such dispute to be arbitrated before an experienced patent attorney. In such event the procedure set forth in Article VIII Paragraph 14 shall to the extent practicable apply to the conduct of such arbitration.
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Royalty on NET REVENUES. 4.3.1. Rate. An amount equal to [***] of all Net Revenues of Licensed Products and Licensed Services, provided, however, that no royalty will be due for any Net Revenues of Licensed Products or Licensed Services, the making, selling, use or performance of which falls solely within the scope of a Valid Claim that has been pending without issuance for more than three (3) years following the date of issuance of the first substantive patent office action considering the patentability of such claim by the relevant patent office in the country or territory in which such claim is pending (after which time such pending claim shall cease to be a Valid Claim for purposes of Section 4.3.1 of this Agreement unless and until such claim becomes an issued claim) (each, a “Stale Claim”). For clarity, on a country-by-country basis, as long as a Licensed Product or Licensed Service is covered by at least one Valid Claim that is not a Stale Claim, the full royalty rate is due and payable to Harvard.
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Royalty on NET REVENUES. 2.1. In consideration of the license of the ELAN IONTOPHORETIC PATENT RIGHTS to IOMED, and subject to the provisions of Article IV Paragraphs 2.2. and 2.3, the royalty payable by IOMED to ELAN shall be **** percent (****%) on NET REVENUES generated on or after the EFFECTIVE DATE. 14 2.2. In further consideration of the license of the ELAN IONTOPHORETIC PATENT RIGHTS to IOMED, subject to the proviso in this Paragraph 2.2, ELAN shall not be entitled to a royalty on NET REVENUES, whether generated on or after 1st July 1997 or otherwise, (a) in connection with PRODUCTS whose primary purpose is for inducing local anaesthesia and/or (b) in connection with PRODUCTS for treating local acute inflammatory conditions, whether or not such products are currently marketed, or in development and including improvements thereto; provided that on a country by country basis if the research, development, manufacture or commercialisation of such PRODUCTS would infringe the ELAN IONTOPHORETIC PATENT RIGHTS and/or the DDS IONTOPHORETIC PATENT RIGHTS (but for the granting of the licenses by ELAN pursuant to Article II Paragraph 1.1. and the licenses granted by DDS pursuant to the DDS AGREEMENT) the royalty payable by IOMED to ELAN shall be three per cent (3%) of NET REVENUES generated on or after 1st July 1997. IOMED shall not be required to pay a royalty to ELAN of NET REVENUES on commercialisation of the products listed in Appendix D hereto which, the Parties acknowledge, are presently-marketed products of IOMED. In the event of any dispute relating to the foregoing provisions of this Paragraph, the Parties shall cause such dispute to be arbitrated before an experienced patent attorney. In such event the procedure set forth in Article VIII Paragraph 14 shall to the extent practicable apply to the conduct of such arbitration. 2.3. In the event that the Parties conclude a sublicense to or for the AQI TECHNOLOGY as set out in Article II Paragraph 9,then notwithstanding any other provisions of the terms of such sublicense to be agreed between the Parties, including the license royalty, IOMED shall pay to Elan International Services Limited, or such other AFFILIATE as currently holds the applicable rights pursuant to the AQI AGREEMENT, a royalty of seven and one half per cent (7.5%) of the NET REVENUES derived by IOMED from the third party referred to in Article II Paragraph 10 for a term to be agreed. 2.4. IOMED shall not discriminate in its commercialization strategy and pricing p...
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Royalty on NET REVENUES. 2.1. In consideration of the license of the ELAN IONTOPHORETIC PATENT RIGHTS to IOMED, and subject to the provisions of Article IV Paragraphs 2.2. and 2.3, the royalty payable by IOMED to ELAN shall be **** percent (****%) on NET REVENUES generated on or after the EFFECTIVE DATE. 2.4. IOMED shall not discriminate in its commercialization strategy and pricing policy as between the PRODUCTS referred to in Article IV Paragraphs 2.1. and 2.2.
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Royalty on NET REVENUES. 2.1. In consideration of the license of the ELAN IONTOPHORETIC PATENT RIGHTS to IOMED, and subject to the provisions of Article IV Paragraphs 2.2. and 2.3, the royalty payable by IOMED to ELAN shall be **** percent (****%) on NET REVENUES generated on or after the EFFECTIVE DATE. 14 2.4. IOMED shall not discriminate in its commercialization strategy and pricing policy as between the PRODUCTS referred to in Article IV Paragraphs 2.1. and 2.2. 2.5. 15 Royalty Payments, Reports and Records 3.1. Within forty five (45) days of the end of each quarter, IOMED shall notify ELAN of the NET REVENUES of each of the PRODUCTS and arising from the exploitation of the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY and/or the IOMED PATENT RIGHTS and/or the IOMED KNOW-HOW, for that preceding quarter. Payments shown by each calendar quarter report to have accrued shall be due on the date such report is due. All payments due hereunder shall be made to the designated bank account of ELAN in accordance with such timely written instructions as ELAN shall from time to time provide.
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Related to Royalty on NET REVENUES

  • Net Sales The term “

  • Gross Revenue The Gross Revenue shall be inclusive of installation charges, late fees, sale proceeds of handsets (or any other terminal equipment etc.), revenue on account of interest, dividend, value added services, supplementary services, access or interconnection charges, roaming charges, revenue from permissible sharing of infrastructure and any other miscellaneous revenue, without any set-off for related item of expense, etc.

  • Royalty Payments 6.1 During the TERM of this Agreement, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

  • Running Royalties Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.

  • Gross Revenues All revenues, receipts, and income of any kind derived directly or indirectly by Lessee from or in connection with the Hotel (including rentals or other payments from tenants, lessees, licensees or concessionaires but not including their gross receipts) whether on a cash basis or credit, paid or collected, determined in accordance with generally accepted accounting principles, excluding, however: (i) funds furnished by Lessor, (ii) federal, state and municipal excise, sales, and use taxes collected directly from patrons and guests or as a part of the sales price of any goods, services or displays, such as gross receipts, admissions, cabaret or similar or equivalent taxes and paid over to federal, state or municipal governments, (iii) the amount of all credits, rebates or refunds to customers, guests or patrons, and all service charges, finance charges, interest and discounts attributable to charge accounts and credit cards, to the extent the same are paid to Lessee by its customers, guests or patrons, or to the extent the same are paid for by Lessee to, or charged to Lessee by, credit card companies, (iv) gratuities or service charges actually paid to employees, (v) proceeds of insurance and condemnation, (vi) proceeds from sales other than sales in the ordinary course of business, (vii) all loan proceeds from financing or refinancings of the Hotel or interests therein or components thereof, (viii) judgments and awards, except any portion thereof arising from normal business operations of the Hotel, and (ix) items constituting “allowances” under the Uniform System.