Common use of Other License Agreements Clause in Contracts

Other License Agreements. a. In the event that Licensee would be required to pay a Licensee Issue Fee under (i) any other license agreements arising from the Research Agreement or the Option Agreement dated January 5, 2009 between Licensee and TSRI (“Option Agreement”), entered into between Licensee and TSRI (such written agreements are collectively the “Other License Agreements”) and (ii) Section 3.1 under this Agreement, then the maximum aggregate Licensee Issue Fee Licensee shall be required to pay under the Other License Agreements and this Agreement shall be $[***] under the applicable sections of such agreements. b. In the event that Licensee would be required to pay a Minimum Annual Royalty Fee under (i) any Other License Agreements and (ii) Section 3.2 under this Agreement, then (x) the maximum Minimum Annual Royalty Fee [***] shall be $[***] under the applicable sections of such agreements; and (y) the maximum Minimum Annual Royalty Fee [***] shall be $[***] under the applicable sections of such agreements. c. In the event that Licensee would, in connection with the sale or transfer of a product or service, be required to pay a royalty under (i) any Other License Agreements and (ii) Section 3.3 under this Agreement in connection with the same sale or transfer, then Licensee shall be required under the Other License Agreements and this Agreement only to pay a single royalty under such agreements in connection with such sale or transfer, such royalty to be payable at the highest of the royalties owed to TSRI under the applicable sections of such agreements.

Other License Agreements. a. In the event that Licensee would be required to pay a Licensee Issue Fee under (i) any other license agreements arising from the Research Agreement or the Option Agreement dated January 5, 2009 between Licensee and TSRI * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission (“Option Agreement”), entered into between Licensee and TSRI (such written agreements are collectively the “Other License Agreements”) and (ii) Section 3.1 under this Agreement, then the maximum aggregate Licensee Issue Fee Licensee shall be required to pay under the Other License Agreements and this Agreement shall be $[***] under the applicable sections of such agreements. b. In the event that Licensee would be required to pay a Minimum Annual Royalty Fee under (i) any Other License Agreements and (ii) Section 3.2 under this Agreement, then (x) the maximum Minimum Annual Royalty Fee [***] shall be $[***] under the applicable sections of such agreements; and (y) the maximum Minimum Annual Royalty Fee [***] shall be $[***] under the applicable sections of such agreements. c. In the event that Licensee would, in connection with the sale or transfer of a product or service, be required to pay a royalty under (i) any Other License Agreements and (ii) Section 3.3 under this Agreement in connection with the same sale or transfer, then Licensee shall be required under the Other License Agreements and this Agreement only to pay a single royalty under such agreements in connection with such sale or transfer, such royalty to be payable at the highest of the royalties owed to TSRI under the applicable sections of such agreements.

Other License Agreements. a. In the event that Licensee would be required to pay a Licensee Issue Fee under (i) any other license agreements arising from the Research Agreement or the Option Agreement dated January 5, 2009 between Licensee and TSRI (“Option Agreement”), entered into between Licensee and TSRI (such written agreements are collectively the “Other License Agreements”) and (ii) Section 3.1 under this Agreement, then the maximum aggregate Licensee Issue Fee Licensee shall be required to pay under the Other License Agreements and this Agreement shall be $[***] under the applicable sections of such agreements.. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission b. In the event that Licensee would be required to pay a Minimum Annual Royalty Fee under (i) any Other License Agreements and (ii) Section 3.2 under this Agreement, then (x) the maximum Minimum Annual Royalty Fee [***] shall be $[***] under the applicable sections of such agreements; and (y) the maximum Minimum Annual Royalty Fee [***] shall be $[***] under the applicable sections of such agreements. c. In the event that Licensee would, in connection with the sale or transfer of a product or service, be required to pay a royalty under (i) any Other License Agreements and (ii) Section 3.3 under this Agreement in connection with the same sale or transfer, then Licensee shall be required under the Other License Agreements and this Agreement only to pay a single royalty under such agreements in connection with such sale or transfer, such royalty to be payable at the highest of the royalties owed to TSRI under the applicable sections of such agreements.