PAYMENTS ON SUBLICENSES. 8.1 Licensee will pay to The Regents the following percentages of all Attributed Income (“Sublicense Fees”), according to the stage of development of Licensed Products:
8.1.1 [*] under sublicenses executed before [*];
8.1.2 [*] under sublicenses executed subsequent to [*] but prior to [*];
8.1.3 [*] under sublicenses executed subsequent to [*] but prior to [*];
8.1.4 [*] under sublicenses executed after [*]. Sublicense Fees are non-refundable and non-creditable.
PAYMENTS ON SUBLICENSES. 7.1 The Licensee will pay to The Regents the following non-refundable and non-creditable sublicense fees (“Sublicense Fees”) of all Sublicensing Revenues:
7.1.1 [**] percent ([**]%) of all Sublicensing Revenues [**]; and,
7.1.2 [**] percent ([**]%) of all Sublicensing Revenues [**]; and,
7.1.3 [**] percent ([**]%) of all Sublicensing Revenues [**]; and,
7.1.4 [**] percent ([**]%) of all Sublicensing Revenues [**].
PAYMENTS ON SUBLICENSES. 7.1 The Licensee will pay to The Regents the following percentages of all Sublicensing Revenue received based on the stage of development of the most advanced Licensed Product included in the applicable sublicense at the time such sublicense is granted (“Sublicensing Fees”) according to the following scale:
7.1.1 [***] percent ([*** ]%) if Sublicense is granted prior to the first dosing of a patient in a phase I clinical trial; or
7.1.2 [***] percent [***] (%) if Sublicense is granted after the first dosing of a patient in a phase I clinical trial but before the first dosing of a patient in a phase II clinical trial; or
7.1.3 [***] percent ([***]%) if Sublicense is granted after the first dosing of a patient in a phase II clinical trial. The applicable percentage will be calculated based on the stage of the most advanced Licensed Product subject to the relevant sublicense.
7.2 Sublicensing Fees are non-refundable and non-creditable against any other payments due to The Regents under this Agreement.
PAYMENTS ON SUBLICENSES. 8.1 The Licensee will pay to The Regents the following non-refundable and non-creditable sublicense fees (“Sublicense Fees”):
8.1.1 [**] percent ([**]%) of all Attributed Income unless Paragraph 8.1.2 applies; or
8.1.2 [**] percent ([**]%) of all Attributed Income where, in addition to a sublicense of any of the rights granted to the Licensee hereunder, the Licensee grants to the Sublicensee a license under a third party’s patent rights which license is necessary for the Sublicensee to make, use and Sell Licensed Products without infringing such patent rights, provided and only to the extent that the total aggregate consideration for such combined license is treated as Attributed Income.
8.2 Notwithstanding Paragraph 8.1, in the event that a milestone payment received by the Licensee from any Sublicensee or any Development Partner is for one of the milestone events recited in Paragraphs 10.1.1 through 10.1.5 or Paragraphs 10.2.1 through 10.2.2 for which a milestone payment is due to The Regents, then the Licensee shall pay to the Regents the larger of the milestone payment due or the appropriate percentage of Attributed Income, whichever is larger. In regard to payment, the Licensee will pay any milestone payment due as provided for in Paragraph 10.4 and will then pay any additional amount due under this Paragraph 8.2 in regard to Attributed Income as provided for in Article 5 (Payment Terms).
8.3 The Licensee will also pay to The Regents, with respect to each Sublicensee (other than an Affiliate or Joint Venture), an earned royalty of: (i) [**] percent ([**]%) of the Net Sales of each Licensed Product or Licensed Method (“Sublicensee Royalty”).
8.4 In the event that the Licensee or a Sublicensee, as applicable, must pay to a third party royalties to obtain a patent right from such third party that is required to make, use, Sell or import a given Licensed Product or practice a given Licensed Method, then [**] percent of any payment to such third party for such patent right may be credited against up to [**] percent of the amounts payable to The Regents under Paragraph 8.3 above on a going-forward basis. Any credit pursuant to this Paragraph shall be available with respect to the full royalty payable to The Regents pursuant to Paragraph 8.3, provided that in no event shall the royalty payable to The Regents be reduced to less than [**] percent ([**]%) of Net Sales of Licensed Products or Licensed Methods by the Sublicensee as a result of all credits applied...
PAYMENTS ON SUBLICENSES. 6.1 The Licensee will pay to The Regents the following non-refundable and non-creditable sublicense fees (“Sublicense Fees”) listed in Articles 6.
1.1 to 6.
1.2 from all Sublicensees except those Sublicense Fees received by Licensee from Licensee’s Affiliates due solely under such Licensee’s Affiliate’s sublicense from Licensee; provided, however, any Sublicensing Fees received by such Licensee’s Affiliate under a sublicense to a third party shall be subject to Articles 6.1.1 and 6.1.2 as if the Licensee’s Affiliate were the Licensee :
6.1.1 [***] of all Attributed Income attributable to any sublicense [***]; or
6.1.2 [***] of all Attributed Income attributable to any sublicense [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
6.2 In the event that Licensee executes a single sublicense for any of the rights granted to the Licensee hereunder and additional unrelated rights, The Regents and Licensee shall discuss a mutually acceptable adjustment to Sublicense Fees for such sublicense to account for such additional rights.
6.3 The Licensee will also pay to The Regents, with respect to each Sublicensee, an earned royalty of: (i) [***] of the Net Sales of each Licensed Product or Licensed Method; and (ii) [***] of the Net Sales of any Service Income (“Sublicensee Royalty”).
PAYMENTS ON SUBLICENSES. 7.1 The Licensee will pay to The Regents the following non-refundable and non-creditable sublicense fees (“Sublicense Fees”):
7.1.1 […*…] percent ([…*…]%) of Attributed Income from Sublicense Agreements executed prior to dosing of 1st patient in Phase I clinical study of a Licensed Product and […*…]% of Attributed Income from Sublicense Agreements executed after dosing of 1st patient in Phase I clinical trial of a Licensed Product; and
7.1.2 […*…] percent ([…*…]%) of Net Sales of each Licensed Product Sold by a Sublicensee or its Affiliates (“Sublicensee Royalties”).
PAYMENTS ON SUBLICENSES. Licensee shall pay to The Regents seven and one-half percent (7.5%) of all Attributed Income ("Revenue Share Payment"). Such Revenue Share Payment shall be nonrefundable and non-creditable.
PAYMENTS ON SUBLICENSES. 8.1 The Licensee will pay to The Regents the following non-refundable and non-creditable sublicense fees ("Sublicense Fees"):
8.1.1 thirty percent (30%) of all Attributed Income.
8.2 The Licensee will also pay to The Regents, with respect to each Sublicensee, an earned royalty on the Net Sales of each Licensed Product, Licensed Method or Licensed Service as provided for in Paragraphs 8.3 and 8.4 below ("Sublicensee Royalty").
8.3 For each Licensed Product covered by a patent application or patent included in Patent Rights as of the Effective Date of the Agreement, the royalty rate for that Licensed Product shall be as follows:
8.3.1 For a Licensed Product where a First Commercial Sale occurs within three (3) years after the Effective Date, two and one-half percent (2.5%) of Net Sales;
8.3.2 For a Licensed Product where a First Commercial Sale occurs between three (3) and six (6) years after the Effective Date, four percent (4%) of Net Sales; or
8.3.3 For a Licensed Product where a First Commercial Sale occurs beyond six (6) years after the Effective Date, five percent (5%) of Net Sales.
8.4 For Licensed Products covered by a patent application or patent included in Patent Rights by amendment after the Effective Date of the Agreement, the royalty rate shall be as follows:
8.4.1 For a Licensed Product where a First Commercial Sale occurs within three (3) years after the effective date of the amendment under which the patent application or patent is included in Patent Rights, two and one-half percent (2.5%) of Net Sales;
8.4.2 For a Licensed Product where a First Commercial Sale occurs between three (3) and six (6) years after the effective date of the amendment under which the patent application or patent is included in Patent Rights, four percent (4%) of Net Sales; or
8.4.3 For a Licensed Product where a First Commercial Sale occurs beyond six (6) years after the effective date of the amendment under which the patent application or patent is included in Patent Rights, five percent (5%) of Net Sales.
8.5 In the event that the Sublicensee (other than an Affiliate or Joint Venture) uses the Licensed Products or practices the Licensed Method internally as a research tool, then the Licensee will also pay to The Regents, with respect to each Sublicensee (other than an Affiliate or Joint Venture), an Earned Royalty at a rate to be agreed upon between the parties, but which in no event will be at a rate lower than the rate charged for similar research tools license...
PAYMENTS ON SUBLICENSES. 7.1 The Licensee will pay to The Regents the following non-refundable and non-creditable sublicense fees (“Sublicense Fees”):
7.1.1 With respect to Attributed Income from any Sublicense of Patent Rights, other than [*]:
7.1.1.1 [*]of all such Attributed Income for any Sublicense granted [*];
7.1.1.2 [*] of all such Attributed Income for any Sublicense granted [*];
7.1.1.3 [*]of all such Attributed Income for any Sublicense granted [*];
7.1.1.4 [*] of all such Attributed Income for any Sublicense granted [*]; or
7.1.1.5 [*] of all such Attributed Income for any Sublicense granted [*].
7.1.2 With respect to Attributed Income from a Sublicense of Patent Rights with regards [*]:
7.1.2.1 [*].
PAYMENTS ON SUBLICENSES. 7.1 The Licensee will pay to The Regents the following non-refundable and non-creditable sublicense fees, except with respect to an Affiliate ("Sublicense Fees"):
7.1.1 forty percent (40%) of all Attributed Income if a sublicense is executed prior to the submission of an Investigational Device Exemption ("IDE") application, 510(k) premarket notification ("510(k)"), or Premarket Approval application ("PMA") to the United States Food and Drng Administration ("FDA") (or foreign equivalent, including without limitation a CE Xxxx) for a Licensed Product or Licensed Service covered by the sublicense;
7.1.2 twenty percent (25%) of all Attributed Income if such sublicense is executed after submission of an IDE, 510(k), or PMA application to the FDA (or foreign equivalent, including without limitation a CE Xxxx) for a Licensed Product or Licensed Service covered by the sublicense, but prior to notification of market approval, clearance, or notification by the FDA (or foreign equivalent, including without limitation a CE xxxx) of a Licensed Product or Licensed Service covered by the sublicense;
7.1.3 ten percent (10%) of all Attributed Income if such sublicense is executed after notification of market approval, clearance, or notification by the FDA (or foreign equivalent, including without limitation a CE Xxxx) for a Licensed Product or Licensed Service covered by the sublicense.
7.2 The Licensee will also pay to The Regents, with respect to each Sublicensee (other than an Affiliate or Joint Venture), an earned royalty of: (i) four percent (4%) of the Net Sales of each Licensed Product or Licensed Method; and (ii) four percent (4%) of any Service Income ("Sublicensee Royalty"); provided, however, that such Sublicensee's earned royalty shall be subject to the Royalty Stacking Adjustment provided under Section 8 hereunder.
