Non-Royalty Payments From Sublicensees. Within [*] after receipt by ALIMERA, ALIMERA shall pay EMORY the appropriate percentage set forth on APPENDIX H attached hereto times any fees or payments paid to ALIMERA by a sublicensee [*], to the extent any such payment is directly attributable to the sublicense of the Licensed Patents and Licensed Technology. Such payments shall not include [*]. For purposes of this Agreement, [*]. The per share fair market value of ALIMERA’s equity shall be (i) if publicly traded and listed on a national exchange, the per share fair market value as listed on such exchange, (ii) if not publicly traded, the per share amount paid by an investor to ALIMERA in the most recent round of financing within the [*] period immediately preceding an equity purchase by a sublicensee, or (iii), if not publicly traded and no round of financing occurred in the immediately preceding [*] period, the per share fair market value of ALIMERA’s equity shall be agreed upon by the parties in good faith. In the event that ALIMERA and EMORY cannot agree on a per share price within [*], said price shall be determined by the appraiser last used by ALIMERA. In the event ALIMERA owes EMORY [*], ALIMERA shall have the option of remitting payment to EMORY in the form of equity in ALIMERA in accordance with APPENDIX E, with the per share market value of such equity determined as set forth above. Notwithstanding anything to the contrary herein, in no event shall the portion of any non-royalty cash payment that ALIMERA pays to EMORY for achievement of a certain milestone specified in Article 3.7 below by a sublicensee (hereinafter referred to as “Sublicensee Milestone Payment”) be less than the amount of such milestone payment specified in Article 3.7. If the Sublicensee Milestone Payment is less * Certain Information has been omitted and filed separately with the Commission Confidential treatment has been requested with respect to the omitted portions. than the amount of such milestone payment, then ALIMERA shall also pay EMORY the difference between the applicable milestone payment and the Sublicensee Milestone Payment. Any payments made by ALIMERA to EMORY for receipt of non-royalty cash payments from a sublicensee for achievement of the milestones under a sublicense agreement shall be creditable towards the milestone payments in Article 3.7 that have not yet been paid by ALIMERA. For the purpose of clarity, if one or more phases of a clinical trial does not occur, but a later phase of a clinical trial is begun, then for the purposes of this Article 3.6, the one or more phases of a clinical trial that does not occur will have been deemed to have ended.
Appears in 2 contracts
Samples: License and Option Agreement (Alimera Sciences Inc), License and Option Agreement (Alimera Sciences Inc)
Non-Royalty Payments From Sublicensees. Within [*] after receipt by ALIMERA, ALIMERA shall pay EMORY the appropriate percentage set forth on APPENDIX H attached hereto times any fees or payments paid to ALIMERA by a sublicensee [*], to the extent any such payment is directly attributable to the sublicense of the Licensed Patents and Licensed Technology. Such payments shall not include [*]. For purposes of this Agreement, [*]. The per share fair market value of ALIMERA’s equity shall be (i) if publicly traded and listed on a national exchange, the per share fair market value as listed on such exchange, (ii) if not publicly traded, the per share amount paid by an investor to ALIMERA in the most recent round of financing within the [*] period immediately preceding an equity purchase by a sublicensee, or (iii), if not publicly traded and no round of financing occurred in the immediately preceding [*] period, the per share fair market value of ALIMERA’s equity shall be agreed upon by the parties in good faith. In the event that ALIMERA and EMORY cannot agree on a per share price within [*], said price shall be determined by the appraiser last used by ALIMERA. In the event ALIMERA owes EMORY [*], ALIMERA shall have the option of remitting payment to EMORY in the form of equity in ALIMERA in accordance with APPENDIX E, with the per share market value of such equity determined as set forth above. Notwithstanding anything to the contrary herein, in no event shall the portion of any non-royalty cash payment that ALIMERA pays to EMORY for achievement of a certain milestone specified in Article 3.7 below by a sublicensee (hereinafter referred to as “Sublicensee Milestone Payment”) be less than the amount of such milestone payment specified in Article 3.7. If the Sublicensee Milestone Payment is less * Certain Information information has been omitted and filed separately with the Commission Commission. Confidential treatment has been requested with respect to the omitted portions. than the amount of such milestone payment, then ALIMERA shall also pay EMORY the difference between the applicable milestone payment and the Sublicensee Milestone Payment. Any payments made by ALIMERA to EMORY for receipt of non-royalty cash payments from a sublicensee for achievement of the milestones under a sublicense agreement shall be creditable towards the milestone payments in Article 3.7 that have not yet been paid by ALIMERA. For the purpose of clarity, if one or more phases of a clinical trial does not occur, but a later phase of a clinical trial is begun, then for the purposes of this Article 3.6, the one or more phases of a clinical trial that does not occur will have been deemed to have ended.
Appears in 2 contracts
Samples: License Agreement (Alimera Sciences Inc), License Agreement (Alimera Sciences Inc)