Common use of Co-Funded Products Clause in Contracts

Co-Funded Products. (a) Subject to Section 7.5.2(b) and 7.5.2(c) and 7.5.3, Biogen Idec shall pay to Sunesis a royalty on annual Net Sales by Biogen Idec, its Affiliates and their Sublicensees of Co-Funded Products in the Co-Funded Territory, on a Co-Funded Product-by-Co-Funded Product basis, equal to the percentage of such Net Sales set forth below: Portion of Annual Net Sales of such Co-Funded Product up to $[*]: [*]% Portion of Annual Net Sales of such Co-Funded Product between $[*] and $[*]: [*]% Portion of Annual Net Sales of such Co-Funded Product between $[*] and $[*]: [*]% Portion of Annual Net Sales of such Co-Funded Product over $[*]: [*]% [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Upon termination by Sunesis under Section 3.2.3(c) of its obligation to fund post Phase I Development Costs for any particular Co-Funded Product, Biogen Idec shall pay the royalty rate under Section 7.5.1 with respect to Net Sales of the terminated Co-Funded Product, except as set forth in this Section 7.5.2(b). In the event that Sunesis’ termination of its co-funding obligations with respect to a particular Co-Funded Product followed a material change in the Co-Development Plan and Budget for such Co-Funded Product or activities thereunder (as defined in this Section 7.5.2(b)) from the Initial Development Plan, then notwithstanding the foregoing, Biogen Idec shall pay the royalty rate under Section 7.5.2(a) above with respect to Net Sales of the terminated Co-Funded Product until such time as (i) the amount by which (A) the cumulative royalties paid under this Section 7.5.2 for such Co-Funded Product after the date of Sunesis’ termination of its co-funding obligations with respect to such Co-Funded Product exceeds (B) the cumulative royalties for Net Sales of such Co-Funded Product that would have otherwise been payable during such period under Section 7.5.1, equals (ii) the amount paid by Sunesis to Biogen Idec for post Phase I Development Costs for such Co-Funded Product prior to the effective date of the termination. Thereafter, Biogen Idec shall pay royalties on Net Sales of such Co-Funded Product according to Section 7.5.1. For the purposes of the foregoing, a “material change in the Co-Development Plan and Budget for such Co-Funded Product or activities thereunder” shall mean: a material change in the indication for which Regulatory Approval will be sought, which results in a material change in the number or size of the trials for such Regulatory Approval, which results in an increase of fifty percent (50%) or more in the post Phase I Development Costs budgeted in the then-current Co-Development Plan and Budget for a particular calendar year, relative to those post Phase I Development Costs set forth in the Initial Development Plan for that calendar year. (c) Upon a [*] by Sunesis under Section 3.2.3(d) of its Co-Funding Percentage with respect to any particular Co-Funded Product, Biogen Idec shall pay a royalty rate equal to the royalty rate under Section 7.5.2(a) [*] the applicable royalty [*] set forth below with respect to Net Sales of the [*] Co-Funded Product [*] of royalties otherwise specified in this Section 7.5.2. For example, in the event that Sunesis [*] its Co-Funding Percentage from [*] percent ([*]%) to [*] percent ([*]%), then the [*] royalty rates set forth in Section 7.5.2(a) above (i.e. [*]%, [*]%, [*]% and [*]% for their respective ranges of Annual Net Sales) would each be [*] by [*]% (i.e. to [*]%, [*]%, [*]% and [*]%, respectively). [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Co-Funded Products. (a) Subject to Section 7.5.2(b) and 7.5.2(c) and 7.5.3, Biogen Idec shall pay to Sunesis a royalty on annual Net Sales by Biogen Idec, its Affiliates and their Sublicensees { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. of Co-Funded Products in the Co-Funded Territory, on a Co-Funded Product-by-Co-Funded Product basis, equal to the percentage of such Net Sales set forth below: Portion of Annual Net Sales of such Co-Funded Product up to $[*]{ * }: [*]{ * }% Portion of Annual Net Sales of such Co-Funded Product between $[*] { * } and $[*]{ * }: [*]{ * }% Portion of Annual Net Sales of such Co-Funded Product between $[*] { * } and $[*]{ * }: [*]{ * }% Portion of Annual Net Sales of such Co-Funded Product over $[*]{ * }: [*]{ * }% [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Upon termination by Sunesis under Section 3.2.3(c) of its obligation to fund post Phase I Development Costs for any particular Co-Funded Product, Biogen Idec shall pay the royalty rate under Section 7.5.1 with respect to Net Sales of the terminated Co-Funded Product, except as set forth in this Section 7.5.2(b). In the event that Sunesis’ termination of its co-funding obligations with respect to a particular Co-Funded Product followed a material change in the Co-Development Plan and Budget for such Co-Funded Product or activities thereunder (as defined in this Section 7.5.2(b)) from the Initial Development Plan, then notwithstanding the foregoing, Biogen Idec shall pay the royalty rate under Section 7.5.2(a) above with respect to Net Sales of the terminated Co-Funded Product until such time as (i) the amount by which (A) the cumulative royalties paid under this Section 7.5.2 for such Co-Funded Product after the date of Sunesis’ termination of its co-funding obligations with respect to such Co-Funded Product exceeds (B) the cumulative royalties for Net Sales of such Co-Funded Product that would have otherwise been payable during such period under Section 7.5.1, equals (ii) the amount paid by Sunesis to Biogen Idec for post Phase I Development Costs for such Co-Funded Product prior to the effective date of the termination. Thereafter, Biogen Idec shall pay royalties on Net Sales of such Co-Funded Product according to Section 7.5.1. For the purposes of the foregoing, a “material change in the Co-Development Plan and Budget for such Co-Funded Product or activities thereunder” shall mean: a material change in the indication for which Regulatory Approval will be sought, which results in a material change in the number or size of the trials for such Regulatory Approval, which results in an increase of fifty percent (50%) or more in the post Phase I Development Costs budgeted in the then-current Co-Development Plan and Budget for a particular calendar year, relative to those post Phase I Development Costs set forth in the Initial Development Plan for that calendar year. (c) Upon a [*] by Sunesis under Section 3.2.3(d) of its Co-Funding Percentage with respect to any particular Co-Funded Product, Biogen Idec shall pay a royalty rate equal to the royalty rate under Section 7.5.2(a) [*] the applicable royalty [*] set forth below with respect to Net Sales of the [*] Co-Funded Product [*] of royalties otherwise specified in this Section 7.5.2. For example, in the event that Sunesis [*] its Co-Funding Percentage from [*] percent ([*]%) to [*] percent ([*]%), then the [*] royalty rates set forth in Section 7.5.2(a) above (i.e. [*]%, [*]%, [*]% and [*]% for their respective ranges of Annual Net Sales) would each be [*] by [*]% (i.e. to [*]%, [*]%, [*]% and [*]%, respectively). [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.{ * }