Payments to LLS. In consideration of the Funding and other rights granted to Company hereunder, Company shall make the following payments to LLS:
(a) [**];
(b) [**];
(c) [**]; provided that, (x) in no event shall the amount paid to LLS pursuant to this Section 9.3 exceed the Payment Cap; and (y) if a payment is made to LLS either pursuant to Section 9.3(b) or Section 9.3(c) and the event that would give rise to the other such payment has not occurred within [**] after the first such payment, the Company shall make the second such payment to LLS on such [**] regardless of the fact that such event has not occurred.
(d) The payments to LLS under subparagraphs (a), (b) and (c) shall be made within [**] after the event giving rise to the payment.
(e) For clarity, Company shall have no obligation to make any payment under this Section 9.3 from and after the date on which LLS has exercised the Warrant.
Payments to LLS. In consideration of LLS’s Funding and transfer to Company of any rights LLS may have to any Project Inventions developed during the Term, Company shall pay LLS the amounts set forth in this Section 10, up to the respective maximum payment amount set forth in Section 10(c), subject in all respects to the provisions of Section 7.2:
(a) if (i) Company outlicenses the rights to the Product or the intellectual properties arising from the Research Program to a third party or transfers the rights to the Product or such intellectual properties to a third party, or (ii) if a Liquidity Event is consummated, Company shall pay to LLS an amount equal to fifty percent (50%) of any cash payments (“Transaction Payments”) received by Company or then payable to its stockholders pursuant to such transaction, as and when paid to the Company or payable to its stockholders until LLS has received an amount equal to one and one-half (1.5) times the Total Funding. Transaction Payments shall include: (i) upfront payments; and (ii) contingent payments related to clinical, regulatory or sales milestones, but shall not include any of the following: (A) payments on account of Net Sales of Products; (B) payments for the purchase of equity or convertible debt investments in Company or in any affiliate on an arms’ length basis; (C) loan proceeds paid to Company or any affiliate in an arms’ length debt financing; or (D) funding for sponsored research or other services paid to Company for research performed or to be performed by Company or any affiliate at arms’ length;
(b) a royalty equal to the lesser of (i) ************************* of any Product sold by Company, its affiliates or its licensees in any country in the world and (ii) ************** ***** of the amounts received by Company arising from such Net Sales;
(c) provided, however, that the aggregate total payments under clauses (a) and (b) above shall be limited to three and fifty-five one-hundredths (3.55) times the Total Funding. Notwithstanding anything to the contrary set forth above, if the amounts payable to LLS pursuant to in Section 10(a) would jeopardize the feasibility of Company to engage in a transaction that Company’s Board of Directors determines to be in Company’s best interests, LLS and Company agree to negotiate in good faith in an effort to develop alternative arrangements which have the same economic impact overall as the provisions of Section 10(a).
(d) Royalty payments to LLS shall be paid on a quarterly basis...
Payments to LLS. Company shall pay LLS the following amounts subject to the provisions of Sections 7.2 and 15.5 of this Agreement:
(a) If Company partners or outlicenses the rights to the Product to a third party or transfers the rights to the Product to a partnership created with a pharmaceutical or biotech company, or third party, for further development and/or commercialization of the Product, then payments shall be made by Company to LLS as follows:
(i) an amount equal to [**] percent ([**]%) of any Transfer Payments up to a total of either $[**] or, if funding to-date was less than $[**] at the time that the third party partnership is created, [**] provided to Company by LLS up to the time that the third party partnership is created:
(ii) a one-time payment of $[**] upon [**];
(iii) a payment [**] received by Company under this Agreement upon [**];
(iv) a payment of US$ [**] received by Company from LLS under this Agreement upon [**]; and
(v) an amount equal to [**] percent ([**]%) of royalty payments actually received by Company based on Net Sales of any Product sold by Company or a third party in any country in the world, provided, however, this Section 10(a) shall not apply in the case of an assignment of this Agreement by Company to a successor allowed by Section 16.10 hereof.
(b) If Company or its affiliates does not outlicense or transfer the rights to the Product to a third party prior to the following events, then payments shall be made by Company to LLS as follows:
(i) a one-time payment of US$[**] upon [**];
(ii) a payment of US$[**] upon [**];
(iii) a payment of US$ [**] received by Company from LLS under this Agreement upon [**];
(iv) a payment of US$ [**] received by Company from LLS under this Agreement upon [**]; and
(v) a royalty equal to [**] percent ([**]%) of Net Sales of any Product sold by Company or its affiliates in any country in the world, payable on a quarterly basis. For clarity, should Company outlicense or transfer the rights of the Product to a third party subsequent to Company making any of the payments outlined in 10(b), the Company shall pay LLS an amount equal to [**] percent ([**]%) of any Transfer Payments up to a total of either US$[**] or, if funding to-date was less than $[**] at the time that the third party partnership is created, [**] provided to Company by LLS up to the time that the third party partnership is created, as well as payments provided in Section 10(a), provided that Company shall not be obligated to make a paymen...
Payments to LLS
