Common use of LICENSEE EQUITY INTEREST Clause in Contracts

LICENSEE EQUITY INTEREST. 4.1 Licensee agrees to issue to CALTECH, in consideration of Licensee's receipt of the intangible property rights granted under this Agreement, an equity interest in Licensee, or a Related Company that will develop and sell Licensed Products or Licensed Services, equal to four percent (4%) of the total equity interest issued upon the initial organization of such company (prior to any investment by a third party), provided further that said equity interest shall only vest to Caltech as to the following schedule: 50% within 30 days of Effective Date; 25% within one year of Effective Date; 25% within two years of Effective Date. If Licensee terminates this Agreement prior to the vesting of any installment as specified above, Caltech shall not be entitled to such interest. 4.2 Caltech agrees that, in the event of any underwritten or public offering of securities of Licensee or a related company, Caltech shall comply with and agree to any reasonable restriction on the transfer of equity interest, or any part thereof, imposed by an underwriter, and shall perform all acts and sign all necessary documents required with respect thereto. The provisions of this Paragraph 4.2 shall survive termination of this Agreement.

LICENSEE EQUITY INTEREST. 4.1 Licensee agrees to issue to CALTECH, in consideration of Licensee's receipt of the intangible property rights granted under this Agreement, an equity interest in Licensee, or a Related Company that will develop and sell Licensed Products or Licensed Services, equal to four percent (4%) of the total equity interest issued upon the initial organization of such company (prior to any investment by a third party), provided further that said equity interest shall only vest to Caltech as to the following schedule: 50% within 30 days of Effective Date; 25% within one year of Effective Date; 25% within two years of Effective Date. Date If Licensee terminates this Agreement prior to the vesting of any installment as specified above, Caltech shall not be entitled to such interest. 4.2 Caltech agrees that, in the event of any underwritten or public offering of securities of Licensee or a related company, Caltech shall comply with and agree to any reasonable restriction on the transfer of equity interest, or any part thereof, imposed by an underwriter, and shall perform all acts and sign all necessary documents required with respect thereto. The provisions of this Paragraph 4.2 shall survive termination of this Agreement.