Royalties Contract Clauses (99)

Royalties. 2.1. Royalty Payments. Beginning on the Payment Start Date and continuing each month thereafter until such time as the Royalty Repayment Amount has been paid in full, Company will pay Investor: (a) ten percent (10%) of Company's Net Sales on Included Products; (b) ten percent (10%) of worldwide revenues related to upfront licensing fees and milestone payments from licensees and/or distributors, but specifically excluding licensing fees and/or milestone payments that are (i) reimbursements of cli...nical trial expenses or (ii) associated with the license of Included Products from the Company to Napo EU S.p.A. (including its successors and assigns, "Napo EU"), including but not limited to the upfront fee payable by Napo EU to Napo Pharmaceuticals, Inc. for Included Products and Crofelemer for other indications; and (c) fifty percent (50%) of royalties collected from licenses of the Included Products to third parties (the "Royalty Payments"). Company shall pay the Royalty Payments in arrears on the tenth (10th) day of each month for the prior month. For the avoidance of doubt, the first Royalty Payment will be due by the tenth (10th) day of the month following the month in which the Payment Start Date occurs for such entire calendar month. 2.2. Minimum Royalty Payment. Beginning on the Payment Start Date and continuing until either the Royalty Repayment Amount has been paid in full or the 6-month anniversary of the Payment Start Date (whichever occurs first), the monthly Royalty Payment shall be the greater of (a) $250,000.00, and (b) the actual amount of revenues Investor is entitled to for such month pursuant to Section 2.1 above. Beginning on the 6-month anniversary of the Payment Start Date and continuing until either the Royalty Repayment Amount has been paid in full or the 12-month anniversary of the Payment Start Date (whichever occurs first), the monthly Royalty Payment shall be the greater of (i) $400,000.00, and (ii) the actual amount of revenues Investor is entitled to for such month pursuant to Section 2.1 above. Beginning on the 12-month anniversary of the Payment Start Date and continuing until either the Royalty Repayment Amount has been paid in full or the 18-month anniversary of the Payment Start Date (whichever occurs first), the monthly Royalty Payment shall be the greater of (A) $600,000.00, and (B) the actual amount of revenues Investor is entitled to for such month pursuant to Section 2.1 above. Beginning on the 18-month anniversary of the Payment Start Date and continuing until the Royalty Repayment Amount has been paid in full, the monthly Royalty Payment shall be the greater of (1) $750,000.00, and (2) the actual amount of revenues Investor is entitled to for such month pursuant to Section 2.1 above. View More

Royalties. SLG shall pay Mojang a royalty of (i) [*****] on the initial ten million dollars ($10,000,000.00 USD) of aggregate Game League Net Revenue accrued over the Term, and (ii) [*****] on all Game League Net Revenue beyond $10,000,000.00 USD accrued over the Term. "Net Revenue" means the gross amount of all Game League ticket sales and any other entry fees, charges, or amounts generated by the Game League, less merchant account processing fees and the amounts actually charged to SLG by Gaming Venues a...nd Game League venue operators (the "Costs"). Calculations of Net Revenue shall be made on an individual Gaming Venue basis and SLG may not aggregate Costs across multiple Gaming Venues. 10.2 Advertising. SLG shall pay Mojang the sum of [*****] of gross revenue for all advertising sold by SLG relating to the Game League ("Advertising"). 10.3 Sponsorship. SLG shall pay Mojang the sum of [*****] of gross revenue for all sponsorship sold by SLG relating to the Game League ("Sponsorship"). 10.4 GAAP. All amounts calculated under this Agreement must be calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). 11.2 Mojang will send SLG invoices reflecting amounts due to Mojang based on SLG's reports. SLG shall pay the invoiced amounts within seven (7) calendar days of receipt of Mojang's invoices. All payments will be made in U.S. Dollars by wire transfer into Mojang's bank account specified below or such other bank account of Mojang in the U.S. as Mojang may specify in the invoice. SLG will bear any wire transfer fees charged by the transferred bank, and Mojang will bear any wire transfer fees charged by the receiving bank. ***** SUPER LEAGUE GAMING, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. SUPER LEAGUE GAMING, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. -8- Wiring Instructions: [*****] 12. AUDIT 12.1 SLG shall maintain and keep (at SLG's principal place of business and at its sole expense), during the Term and for at least three (3) years after expiration or earlier termination of this Agreement, accurate books of accounting and records covering all matters and transactions related to this Agreement. Mojang and its duly authorized representative(s) shall have the right, upon reasonable notice and at all reasonable hours of the day, to examine and copy and otherwise audit said books of accounting, records and all other documents and materials in the possession or under the control of SLG with respect to all transactions related to this Agreement. In the event such inspection or audit discloses or reflects underpayment or other discrepancies totaling at least five percent (5%) of the amount due and payable to Mojang by SLG, then, without limiting any other rights or remedies that may be available to Mojang as a result of the same, SLG shall reimburse Mojang for all costs and expenses of such inspection or audit and shall pay Mojang such underpayment or other discrepancy within fifteen (15) days of the end of the inspection or audit. View More

Royalties. Licensee agrees to pay to ULRF earned royalties ("Royalties") as a percentage of Net Sales for all Licensed Products and Licensed Services Sold during the Term by Licensee, Affiliates, Sublicensees or any third party otherwise authorized by Licensee to Sell Licensed Products and/or Licensed Services according to the following schedule: a. Licensee agrees to pay to ULRF Royalties at the rate of four percent (4%) of Net Sales up to and equal to two hundred fifty million dollars ($250,000,000) cumu...lative gross Sales in which Licensed Products are produced and/or Sold or Licensed Services are conducted in countries or regions where there are valid claims of Licensed Patents covering such Licensed Patents or Licensed Services. b. Licensee agrees to pay to ULRF Royalties at the rate of five percent (5%) of Net Sales for any Sales exceeding two hundred fifty million dollars ($250,000,000) cumulative gross Sales in which Licensed Products are produced and/or Sold or Licensed Services are conducted in countries or regions where there are valid claims of Licensed Patents covering such Licensed Patents or Licensed Services. c. Licensee agrees to pay to ULRF Royalties at the rate of two and a half percent (2.5%) of Net Sales for any Sales not covered by valid claims of Licensed Patents. Amounts owed under this Section will be paid and reported on a semi-annual basis, as described in Section 6.2. View More

Royalties. Stratean shall pay to Priest or his designee a royalty("Royalty") of one-half of one percent(.5%) of "Gross Revenues" derived from the "Sale of Stratean Downdraft Gasifer units". a) "Gross Revenues" are defined as the monies actually received by Stratean Inc. arising from the sale of its units. b) "Sale of Stratean Downdraft Gasifer Units" is defined as revenues received by Stratean as a direct result of the occurrence of a sale of physical gasifier units to third parties. c) The Royalty shall h...ave a life of 10 years and will expire at 11:59 PM on December 31, 2024 d) Stratean shall render statements and make payments to Priest quarterly within sixty (60) days after the last day of each March, June, September and December. e) All other revenues generated by Stratean Inc. whether related to the Downdraft Gasifier or otherwise is explicitly excluded. f) Priest has the right upon written notice to assign its royalty rights to any designee until expiration. g) Stratean shall be free to exercise all the rights of ownership of its property and intellectual property including the right to sale its intellectual property and make licensing and sub-license agreements without consulting Priest and upon whatever terms it deems wise. View More

Royalties. Within forty-five (45) days after the end of each calendar quarter during which Products are sold commercially, the Company shall pay to each Founder a royalty at the rate set forth opposite the applicable Founder's name below on Gross Sales of Products during such calendar quarter: Founder Royalty Rate Bean 1/3% D. MacKinnon 1/3% R. MacKinnon 1/3% Westphal 1% 2.2 Reports. Royalty payments and reports for the sale of Products shall be calculated and reported for each calendar quarter. Each payme...nt of royalties shall be accompanied by a report of sales of Products in sufficient detail to permit confirmation of the accuracy of the royalty payment made, including, without limitation, the number of Products sold, the gross sales of Products, the royalties payable and the method used to calculate the royalty. 2.3 Manner and Place of Payment. All payments hereunder shall be payable in U.S. dollars. All payments owed under this Agreement shall be made by wire transfer to a bank and account designated in writing by the Party receiving such payment. 2 2.4 Income Tax Withholding. Each Founder will pay any and all taxes levied on account of any payments made to him under this Agreement. If any taxes are required to be withheld by the Company, the Company will (a) deduct such taxes from the payment made to such Founder, (b) timely pay the taxes to the proper taxing authority, and (c) send proof of payment to such Founder and certify its receipt by the taxing authority within 30 days following such payment. 2.5 Audits. During the term of this Agreement and for a period of three years thereafter, the Company shall keep (and shall cause its Affiliates and Licensees to keep) complete and accurate records pertaining to the sale or other disposition of Products in sufficient detail to permit the Founders to confirm the accuracy of all royalty payments due hereunder. The Founders holding a majority in interest of the royalties payable hereunder shall have the right to cause an independent, certified public accountant reasonably acceptable to the Company to audit any such records in the Company's or its Affiliate's possession to confirm sales and royalties for a period covering not more than the preceding three years. Such audits may be exercised during normal business hours upon reasonable prior written notice to the Company. Prompt adjustments shall be made by the Parties to reflect the results of such audit. The Founders requesting such audit shall bear the full cost of such audit unless such audit discloses an underpayment by the Company of more than 10% of the amount of royalties due under this Agreement during the audited period, in which case, the Company shall bear the full cost of such audit and shall promptly remit to the Founders the amount of any underpayment. The Founders may only exercise their audit rights under this Section 2.5 once in any twelve (12) month period. 2.6 Licensees. Any license or sublicense granted by the Company will, to the extent related to Products, be consistent with the terms and conditions of this Agreement, and Company shall include in any licenses or sublicenses sufficient provisions to enable it to comply with the royalty provisions contained in this Agreement, including without limitation, audit provisions substantially similar to those set forth in Section 2.5. As requested by the Founders, the Company shall enforce the provisions of its licenses and sublicenses applicable to the payment of royalties hereunder, including conducting audits of Licensee records pertaining to the sale of Products. Company shall remain primarily responsible for any failures by its Licensees to comply with the applicable terms of this Agreement, and of the terms of license and sublicense agreements that enable compliance with the terms of this Agreement. The Company will furnish a copy of all such licenses and sublicenses executed by the Company to the Founders promptly following the execution thereof; provided, however, that such copies may be redacted by the Company except as necessary to ensure compliance with the terms of this Agreement. View More

Royalties. 3.1 Non-Royalty-Bearing License. For the avoidance of doubt, the Parties agree that the perpetual license rights granted pursuant to Section 2.1 shall be non-royalty-bearing and WBRDC accepts such license on that basis. 3.2 Net Royalty Fee. With respect to sublicenses by WBRDC of the Licensed IP to any non-Affiliated third party pursuant to Sections 2.1 and 2.5, the non-Affiliated third party sublicensees shall pay to WBRDC and WBRDC shall pay to RBT PRO a fee ("Net Royalty Fee") equal to the Ne...t Proceeds received from such non-Affiliated third party sublicensee. The amount of the royalty fee charged to a non-Affiliated third party sublicensee shall be agreed upon by WBRDC and RBT PRO prior to granting any such sublicense. 3.3 Payment of Net Royalty Fee. All Net Royalty Fees payable pursuant to Section 3.2 shall be paid to RBT PRO within forty-five (45) days from the end of each calendar quarter in which the Net Royalty Fee was collected. WBRDC shall provide to RBT PRO a detailed summary report regarding the calculation of the Net Royalty Fee for each such payment period during the term ("Report"). All payments of the Net Royalty Fee shall be made in United States Dollars. 3.4 Late Payment. Late payments shall accrue an additional charge equal to five percent (5%) of the unpaid Net Royalty Fee, plus one percent (1%) per month of the unpaid Net Royalty Fee until paid in full, or the maximum permissible statutory rate if it is less. 3.5 Taxes; Withholding. WBRDC shall be responsible and shall pay all government taxes and duties applicable to any gross royalty fees. The foregoing does not apply, however, to income taxes payable to state or municipal governments for Net Royalty Fees paid or payable by RBT PRO. Any such income taxes which are otherwise imposed on Net Royalty Fees shall be the sole responsibility of RBT PRO. 3.6 Audit. WBRDC shall maintain full and complete books and records of the calculation of Net Proceeds for which a Net Royalty Fee is payable hereunder for at least three (3) years after the receipt of the Net Proceeds. RBT PRO shall, at any time during such period, be entitled to audit the same upon no less than forty-eight (48) hours prior written notice in order to confirm compliance with this Agreement; provided, that no more than one (1) such audit may be conducted in any six (6) month period unless a prior audit establishes that WBRDC has not complied with this Agreement or if RBT PRO reasonably believes that WBRDC is not in compliance with this Agreement, in both cases, RBT PRO may conduct more frequent audits. RBT PRO shall pay for all costs of the audit, unless the audit establishes an error of fifteen percent (15%) or more of any quarterly Net Royalty Fee amount, in which case WBRDC shall pay the costs of the audit. If the audit evidences an underpayment of a Net Royalty Fee, WBRDC shall promptly pay the full amount of such underpayment to RBT PRO together with interest thereon at the simple monthly rate of one and one half percent (1.5%). 3.7. Report and Audit Confidentiality. Information obtained from the above Reports and audit rights shall be considered to be confidential information, shall be held in confidence by RBT PRO and its representatives, and shall not be used for any other purpose, except for purposes relating to RBT PRO's rights under this Agreement, its obligations under the License Agreement and applicable sublicense agreement, and in connection with any dispute arising hereunder or under the sublicense Agreement. 3.8 No Markup. The Parties agree that in respect of any costs or expenses incurred by WBRDC with respect to any non-Affiliated third party sublicensee, all costs will be charged by WBRDC on a cost recovery basis with no markup. View More