Common use of Qualified Consideration Clause in Contracts

Qualified Consideration. Provention shall pay MacroGenics an amount equal to [****] percent ([****]%) of all Qualified Consideration received pursuant to any Qualified Consideration Agreement; provided that if Provention or its Affiliates enter into the Qualified Consideration Agreement [****], then all such amounts paid to MacroGenics shall be creditable against future milestones related to the applicable Product which are due to MacroGenics in accordance with Section 6.2. For the avoidance of doubt, in the event that a Qualified Consideration Agreement involves the grant of rights with respect to the Provention License and rights that relate to Teplizumab, any milestone payments that would constitute Qualified Consideration shall be allocated to the specific product (either a Product hereunder or a Teplizumab product) for which such milestone was achieved and any upfront payment or equity received that would constitute Qualified Consideration shall be allocated to the respective products based on the ratio of the comparative total milestone payment amounts for such products under such Qualified Consideration Agreement (e.g., if total milestone payments payable under the Qualified Consideration Agreement equals $100,000,000 and $40,000,000 is based on milestones achieved by a Product and $60,000,000 is based on milestones achieved by a Teplizumab product, the upfront payment or equity received will be allocated forty percent (40%) to Product and sixty percent (60%) to Teplizumab).