Net Licensing Proceeds definition

Net Licensing Proceeds means the license fees received by Introgen from a sublicensee in consideration of a sublicense under the Licensed Technology, including up-front license fees, sublicense fees and technology access fees, and all milestone payments so received, less (i) any applicable withholding taxes and any other amounts credited or deducted against the amounts actually received by Introgen, unless and until Introgen recoups such taxes or charges through a credit against taxes due or against other cash payments that Introgen otherwise would be required to make, and (ii) any amounts paid to a Third Party (including without limitation the Fair Market Value as of the date of issuance of any equity issued to such Third Party to the extent that such equity is issued as a license fee and is not purchased for other consideration by such Third Party) with respect to the license, sublicense or acquisition of additional intellectual property rights and relating to a Licensed Product covered by such sublicense agreement. Net Licensing Proceeds shall not include (a) any equity or amounts received as payment for equity securities (up to the Fair Market Value of such securities as of the date of issuance), (b) any amounts received in direct connection with the sale or provision of products or materials or services or (c) any amounts received in consideration of bona fide research or development activities. For the avoidance of doubt, it is understood that in no event shall Net Licensing Proceeds be deemed to include Annual Net Sales, running royalties or any amount other than cash payments expressly included above in this Section 1.15; nor shall Net Licensing Proceeds be deemed to include amounts received in consideration for a sale of all or substantially all of the business or assets of Introgen to which this Agreement pertains (whether by way of merger, sale of stock, sale of assets or otherwise) or in connection with any other transaction resulting in an assignment of this Agreement in accordance with Section 13.3.
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Net Licensing Proceeds means all royalties, license fees and other payments received by the Company for the right to use Intellectual Property related to PV-10 or PH-10 or otherwise related to the sale or use of PV-10 or PH-10, net of any royalties, license fees and other payments required to be paid by the Company to any other person with regard to the transactions that resulted in the payments to the Company. “Net Sale Proceeds” means all sums received by the Company as a result of sales or other dispositions of PV-10 or PH-10, minus costs of goods sold, reasonable selling costs, and any sums withheld by purchasers to pay taxes or other charges related to the specific sales. If the proceeds received by the Company or its stockholders in a transaction described in any of clause (i) through (iv) are cash or freely tradable securities for which there is a liquid trading market (“freely tradable liquid securities”), the Company will make the resulting Revenue Sharing Payments in cash or by distributing the applicable portion of the freely tradable liquid securities. If the proceeds received by the Company or its stockholders in a transaction described in any of clauses (i) through (iv) are assets other than cash or freely tradable liquid securities, the Company will make the resulting Revenue Sharing Payments in cash in an amount equal to the fair value of the assets received by the Company or its stockholders. The Revenue Sharing Payments and liquidation distributions received by the holders of Series D Stock will not exceed $1,100,000 per share of Series D Stock. When a holder of a share of Series D Stock has received Revenue Sharing Payments and liquidation distributions totaling $1,100,000 with regard to that share, the Series D share will automatically be cancelled and the holder thereof will no longer be entitled to receive any Revenue Sharing Payments, liquidation distributions or dividends with regard to it. Revenue Sharing calculations shall be made semi-annually for the periods of January 1 through June 30 and July 1 through December 31, with actual payments made on or before July 31 and January 31, respectively. The Company will not be required to make a full or partial Revenue Sharing Payment, if the effect of such payment will reduce cash on hand as at June 30 or December 31, respectively, below $2.5 million. In the event funds are not sufficient to pay the full amount or any portion of a Revenue Sharing Payment that may be due, the unpaid Revenue Sharing amount (the ...
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Net Licensing Proceeds means all cash and marketable securities received by the Corporation from third party licensees with respect to licensing or partnering arrangements pursuant to the development or commercialization of Products, including without limitation (i) royalties based on sales of Products by third party licensees or their sublicensees; (ii) any licensing fees (including, without limitation, upfront fees) for rights to develop or commercialize Products, or other payments in connection with the licensing of rights with respect to Products; and (iii) milestone payments (including, without limitation, those based on development, regulatory or commercialization milestones for Products), less (x) any applicable withholding taxes and any other amounts credited or deducted against the amounts actually received by the Corporation, unless and until the Corporation recoups such taxes or charges through a credit against taxes due or against other cash payments that the Corporation otherwise would be required to make, and (y) any amounts paid to a third party (including without limitation the fair
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Examples of Net Licensing Proceeds in a sentence

  • Introgen shall keep full, complete and proper records and accounts of Annual Net Sales and Net Licensing Proceeds.

  • Each such payment shall be accompanied by a statement, in sufficient detail describing the Annual Net Sales invoiced, Net Licensing Proceeds received, the Licensed Products sold, the amount of Licensed Product sold and the basis for calculating the accrued royalties.

  • Annual Net Sales or Net Licensing Proceeds paid in any foreign currency shall be converted into and paid on the basis of an average rate of exchange, which shall be computed as the rate of exchange quoted under Foreign Exchange in The Wall Street Journal (U.S. West Coast edition) for the last business day of the calendar quarter to which such payment pertains.

  • The calculation of the payments required hereunder shall be based on Annual Net Sales and Net Licensing Proceeds in U.S. Dollars.

  • Similarly, in the event that a Combination Product is sublicensed without a separate license fee, then, for purposes of determining Net Licensing Proceeds, the license fees paid for the Combination Product shall be reasonably allocated between the Licensed Product and such other subject matter; provided, however, that in no event shall less than [***] ([***]%) of the Net Licensing Proceeds of a Combination Product be allocated to the Licensed Product.

  • Similarly, in the event that a Combination Product is sublicensed without a separate license fee, then, for purposes of determining Net Licensing Proceeds, the license fees paid for the Combination Product shall be reasonably allocated between the Licensed Product and such other subject matter; provided, however, that in no event shall less than [*] of the Net Licensing Proceeds of a Combination Product be allocated to the Licensed Product.

  • The IP Performance Bonus payable to Executive will be calculated as follows: ● 15% of Net Litigation Proceeds, Net Licensing Proceeds or Net Sales Proceeds received by the Company.

  • ASLAN and Array will share the Net Licensing Proceeds received by either ASLAN or Array from licenses and sublicenses granted under the Licensing Program as follows: ASLAN will receive [ * ] of such Net Licensing Proceeds and Array will receive [ * ] of such Net Licensing Proceeds.

  • In connection with the sale or other exploitation of Phonograph Records derived from the Master Recordings recorded during the Initial Period and the Option Period, in lieu of accruing royalties to your account hereunder in accordance with the provisions of Article 7 of the Recording Agreement (which have been incorporated herein), IDJ shall pay to Grantor the Net Proceeds and Net Licensing Proceeds earned in connection therewith.


More Definitions of Net Licensing Proceeds

Net Licensing Proceeds means the net amount of all consideration actually received in respect of a license under the Licensing Program (or a license granted by ASLAN with respect to [ * ], in the event that ASLAN obtains and exercises the option therefor as described in Section 7.2.5(a)), i.e. the gross amount payable and the fair market value of any non-cash consideration received, in each case less applicable deductions therefrom, such as withholding taxes or the like (to the extent no tax credit is taken). The party taking the lead in negotiating a license agreement shall have the right to deduct from the Net Licensing Proceeds received from such agreement the reasonable out-of-pocket costs incurred by such lead party in negotiating such license agreement.
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Net Licensing Proceeds has the meaning given in Exhibit B hereto.
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Net Licensing Proceeds means all cash and marketable securities received by the Corporation from third party licensees with respect to licensing or partnering arrangements pursuant to the development or commercialization of Products, including without limitation (i) royalties based on sales of Products by third party licensees or their sublicensees; (ii) any licensing fees (including, without limitation, upfront fees) for rights to develop or commercialize Products, or other payments in connection with the licensing of rights with respect to Products; and (iii) milestone payments (including, without limitation, those based on development, regulatory or commercialization milestones for Products), less (x) any applicable withholding taxes and any other amounts credited or deducted against the amounts actually received by the Corporation, unless and until the Corporation recoups such taxes or charges through a credit against taxes due or against other cash payments that the Corporation otherwise would be required to make, and (y) any amounts paid to a third party (including without limitation the fair market value as of the date of issuance of any equity issued to such third party to the extent that such equity is issued as a license fee and is not purchased for other consideration by such third party) with respect to the license, sublicense or acquisition of additional intellectual property rights and relating to a Product covered by such license agreement. Net Licensing Proceeds shall not include (a) any equity or amounts received as payment for equity securities (up to the fair market value of such securities as of the date of issuance), (b) any amounts received in direct connection with the sale or provision of products or materials or services, or (c) any amounts received in consideration of bona fide research or development activities.
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Net Licensing Proceeds means all royalties, license fees and other payments received by the Company for the right to use Intellectual Property related to PV-10 or PH-10 or otherwise related to the sale or use of PV-10 or PH-10, net of any royalties, license fees and other payments required to be paid by the Company to any other person with regard to the transactions that resulted in the payments to the Company. “Net Sale Proceeds” means all sums received by the Company as a result of sales or other dispositions of PV-10 or PH-10, minus costs of goods sold, reasonable selling costs, and any sums withheld by purchasers to pay taxes or other charges related to the specific sales.
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Related to Net Licensing Proceeds

  • Patent Licenses means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation, all Patent Licenses set forth in Schedule II hereto).

  • FLEGT-licensed means production and process methods, also referred to as timber production standards, and in the context of social criteria, contract performance conditions (only), as defined by a bilateral Voluntary Partnership Agreement (VPA) between the European Union and a timber- producing country under the FLEGT scheme, where both Parties have agreed to establish a system under which timber that has been produced in accordance with the relevant laws of the producing country, and other criteria stipulated by the VPA, are licensed for export by the producing country government. This may also include any timber that has been independently verified as meeting all the producing country's requirements for a FLEGT licence, where a VPA has been signed but the FLEGT licensing system is not fully operational. Evidence from a country that has not signed up to a VPA which demonstrates that all of the requirements equivalent to FLEGT-licensed timber have been met will also be acceptable. CPET will produce further guidance on FLEGT-licensed or equivalent timber in due course.

  • Patent License means any written agreement granting any right with respect to any invention on which a Patent is in existence or a Patent application is pending, in which agreement Borrower now holds or hereafter acquires any interest.

  • Trademark License means any written agreement granting any right to use any Trademark or Trademark registration, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.

  • Patent License Agreement means the Patent License Agreement by and between Buyer and Seller substantially in the form attached hereto as Exhibit F.