Payment Obligation Structure Sample Clauses

Payment Obligation Structure. The Parties acknowledge and agree that: (a) CBNKs using, made or processed in whole or in part using, or derived from, any Licensed Subject Matter, or any portion of Licensed Subject Matter, may potentially be administered with an Affimed Engager in a variety of applications or steps, such as, for example, (i) such CBNKs pre-loaded (combined) with an Affimed Engager before administration to a patient; (ii) such CBNKs pre-loaded (combined) with an Affimed Engager followed by administration of additional Affimed Engager intended to combine in vivo with NK Cells; and/or (iii) such CBNKs administered separate from, but as part of a treatment plan with, an Affimed Engager, and so forth. (b) The Parties have structured the payment obligations of Licensee under this Agreement to assure that, for purposes of payment calculations regarding a Product (such as, for example, payments that are based on any Milestone Events or Royalties), the payment obligation takes into account developments, or revenues received, by or on behalf of Licensee (or Sublicensees) for both the CBNKs using, made or processed in whole or in part using, or derived from, any Licensed Subject Matter, or any portion of Licensed Subject Matter, as well as the Affimed Engager combined with, or used in conjunction with as part of a patient treatment plan, such CBNKs. [*****]. (c) For purposes of calculating Net Sales, Licensee shall include revenues received for all sales [*****]. (d) If any payment obligation set forth in this Agreement is or becomes prohibited by Applicable Law or inconsistent with insurance or other payor healthcare reimbursement criteria for Products, then the Parties shall confer in good faith to renegotiate the financial terms, [*****].