License Proceeds. Subject to User’s compliance with the conditions, restrictions and limitations set forth in this Agreement (including User’s payment of the Subscription Fee) and provided that User is not in breach or default of this Agreement, User will not be required to account or pay to SOUNDRAW any royalties, fees, monies or other proceeds paid to or collected by User pursuant to the License (but at all times excluding the mechanical royalties payable therefrom).
License Proceeds. (a) Subject to Section 9.4.3 below, in the event MG enters into an agreement with an Additional Partner covering rights to North America with respect to Compound(s) or Product(s), MG shall pay Taiho […***…] percent ([…***…]%) of any payments received by MG in connection with the grant of rights to such Additional Partner with respect to such Compound(s) or Product(s), excluding any amounts received by MG as contemporaneous reimbursement (or payment in advance) for ongoing research and/or development expenses incurred by MG after such grant. MG shall pay Taiho such fifteen percent (15%) owed to Taiho, within thirty (30) days after receiving each respective payment, or the occurrence of Section 9.4.2(b)(ii) below, whichever is later. In addition, MG shall promptly disclose to Taiho for its information a copy of all ***Confidential Treatment Requested agreement(s) entered into with such Additional Partner(s); provided that MG may redact from such agreement provisions that are not relevant to determining compliance with this Section 9.4.2.
License Proceeds. If any Buyer Party receives any proceeds of any kind or nature from Sirtris Pharmaceuticals, Inc. pursuant to the provisions of the Sirtris License Agreement (excluding any amounts received pursuant to Section 4.3 of the Sirtris License Agreement, all of which shall be retained by such Buyer Party), such Buyer Party shall apply such proceeds to any Sirtris Costs actually incurred by the Buyer Parties through the date of such payment and, as soon as practicable thereafter (but in no event later than thirty (30) days after receipt of such proceeds by such Buyer Party), remit 50% of the remaining balance of such proceeds, if any, to Seller. All proceeds remitted to Seller pursuant to this Section 9.11(b) are referred to as the “Seller Sirtris Proceeds” and all proceeds retained by the Buyer Parties pursuant to this Section 9.11(b) are referred to as the “Buyer Sirtris Proceeds”.
