Exclusive Patent License Agreement between Alliance and ... - NREL

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DRAFT – FOR DISCUSSION PURPOSES ONLY
EXHIBIT B: FIELDS OF USE AND FINANCIAL CONSIDERATIONS
A. Fields of Use: Using the Licensed Patents to make, use, import and sell the Licensed
Products in the field of:
B. Upfront Fee: An up-front cash payment of [AMOUNT] ([Amount in U.S. dollars]) in
U.S. dollars due within 30 days of the Effective Date. If such payment is not timely
received, this Agreement shall be null, void and without effect.
C. Continuous Royalty Rate Structure:
Throughout the term of the Agreement, Licensee shall pay annually, in accordance with
Section 4.2 of this Agreement, to Alliance a running royalty of [Percentage] (X%) on all
Net Sales of Licensed Products sold by or on behalf of Licensee, its Affiliates and
Sublicensees as defined in the table below:.
Table 1: Continuous Royalty Rates for Net Sales of Licensed Products
Accounting Period Continuous Royalty Due Date
D. Minimum Annual Royalty Payments:
For the [year] calendar year and each subsequent calendar year during the term of this
Agreement, Licensee shall pay to Alliance a minimum annual royalty payment in the
amount of [MAR amount] ([Amount in U.S. dollars]) in U.S. dollars annually. [ALT:
…Licensee shall pay to Alliance annually the applicable Minimum Annual Royalty
defined by Table X below.] Licensee shall make such payment to Alliance within thirty
days of the beginning of the calendar year for which it is due. For each calendar year,
that year’s Minimum Annual Royalty payment shall be fully creditable against
continuous royalties paid to Alliance, under Exhibit B, paragraph C above, for such
calendar year, but shall not be creditable against any other payment due under this
Agreement, including past or future continuous royalties that may be or become due.
Table X: Minimum Annual Royalties
Calendar Year Min. Royalties (USD) Due Date
E. Performance Milestone Payments:
Licensee shall pay to Alliance the following performance milestone amounts: