Common use of Royalties and Sublicense Income Clause in Contracts

Royalties and Sublicense Income. (a) On a Licensed Product-by-Licensed Product and on a country by country basis, beginning with the First Commercial Sale of any Licensed Product in any country in the Licensed Territory and ending on the expiration of the last to expire Claim of Patent Rights that claims such Licensed Product in such country (the “Royalty Term”). Company shall pay Hospital a royalty of [*] of the Net Sales of such Licensed Products in such country. (b) In the event that Company obtains a license(s) from a third party or additional license(s) from Hospital in order to develop, manufacture, use, or sell a Licensed Product, and the total royalty payment (i.e., royalty payment due for Licensed Product under such license(s) plus the royalty payment due to Hospital under Section 4.5(a) of this Agreement) exceeds [*] of the Net Sales of such Licensed Product, then the royalty payment due to Hospital under this Agreement shall be reduced by [*] of the total royalty payment that exceeds such [*] threshold, provided that in no event shall the royalties paid by Company to Hospital under this Agreement be reduced to less than [*]. By way of example, if Company obtains such a license that has a [*] royalty rate, then the total royalty is [*] (i.e., [*]), which is [*] above the [*] threshold, so the royalty due to Hospital under this Agreement will be reduced by [*] (i.e., [*] of such [*] excess) to [*]. To further clarify, notwithstanding anything to the contrary in this Agreement, in no event shall the royalties paid by Company to Hospital under this Agreement when aggregated with any other credits or offsets allowed under this Agreement be reduced to less than [*]. (c) Company shall pay Hospital [*] of any and all Sublicense Income. (d) All payments due to Hospital under this Section 4.5 shall be due and payable by Company within: [*] days after the end of each Reporting Period except for, Sublicense Income; which is due within [*] days of Company receipt of such Sublicense Income; and shall be accompanied by a report as set forth in Sections 5.3 and 5.4.

Royalties and Sublicense Income. (a) On a Licensed Product-by-Licensed Product and on a country by country basis, beginning Beginning with the First Commercial Sale of any Licensed Product in any country in the Licensed Territory and ending on the expiration of the last to expire Claim of Patent Rights that claims such Licensed Product in such country (the “Royalty Term”). License Territory, Company shall pay Hospital during the term of any license granted under Section 2.1(a)(i), a royalty of [**] percent ([**]%) of the Net Sales amounts of such Licensed all Products in such country. (b) and Processes. In the event that Company obtains a license(s) from a reasonably determines that royalty payments to one or more third party or additional license(s) from Hospital parties are required in order to developavoid potential infringement of third party patent rights, manufactureCompany shall notify Hospital via Hospital’s Executive Director, useResearch Ventures and Licensing promptly following Company’s decision to pursue a license from the applicable third party and, or sell if such payments are in excess of [**] Percent ([**]%) of Net Sales, Company may offset a Licensed Product, and the total of [**] Percent ([**]%) of such third-party payments that are in excess of [**] Percent ([**]%) of Net Sales against any royalty payment (i.e., royalty payment payments that are due for Licensed Product under such license(s) plus the royalty payment due to Hospital under this Section 4.5(a) of this Agreement) exceeds [*] of the Net Sales of such Licensed Product, then the royalty payment due to Hospital under this Agreement shall be reduced by [*] of in the total royalty payment that exceeds such [*] thresholdsame Reporting Period, provided that in no event shall the royalties paid by Company to Hospital royalty payments under this Agreement be reduced to less than [*]. By way of example, if Company obtains such a license that has a [*] royalty rate, then the total royalty is [*] (i.e., [*]Section 4.5(a), which is [*] above the [*] threshold, so the royalty due to Hospital under this Agreement will be reduced by [*] (i.e., [*] of such [*] excess) to [*]. To further clarify, notwithstanding anything to the contrary in this Agreement, in no event shall the royalties paid by Company to Hospital under this Agreement when aggregated with any other offsets and credits or offsets allowed under this Agreement Agreement, be reduced to less by more than [**] Percent ([**]%) in any Reporting Period. Without limiting the foregoing, in connection with providing notification to Hospital of Company’s intent to pursue a third party license, Company shall provide an explanation of its rationale for pursuing the license. In the event that Hospital notifies Company that Hospital has concerns regarding Company’s determination to seek such license, the Steering Committee shall be convened to review the determination. Failing satisfactory resolution from the Steering Committee the matter shall be discussed between Company CEO or Chairman and the Hospital’s Executive Director, Research Ventures and Licensing; provided that, Company’s CEO shall have final decision-making authority with respect to such matter and Company shall not be required to delay obtaining the proposed third party license for more than [**] days in total as a result of the foregoing Steering Committee and executive consultation process. (cb) Company shall pay Hospital [**] percent ([**]%) of any and all Sublicense IncomeIncome received prior to the third anniversary of the Effective Date, and [**] percent ([**]%) of any and all Sublicense Income received on or after the third anniversary of the Effective Date. (dc) All payments due to Hospital under this Section 4.5 shall be due and payable by Company within: within [**] days after the end of each Reporting Period except forPeriod, Sublicense Income; which is due within [*] days of Company receipt of such Sublicense Income; and shall be accompanied by a report as set forth in Sections 5.3 and 5.4.

Royalties and Sublicense Income. (a) On a Licensed Product-by-Licensed Product and During the Royalty Term, Licensee shall pay Juniper royalties based on a country by country basis, beginning worldwide Net Sales in each calendar year in accordance with the First Commercial Sale of any Licensed Product in any country table below: For an Unpatented Process or Unpatented Product, the applicable royalty rate set forth in the Licensed Territory and ending on the expiration of the last to expire Claim of Patent Rights that claims such Licensed Product in such country (the “Royalty Term”). Company shall pay Hospital a royalty of table above will be reduced by [*] of the Net Sales of such Licensed Products in such country**]%. (b) In the event that Company obtains a license(sLicensee is responsible for the payment of any royalties to third parties (i) from a third party or additional license(s) from Hospital in order to develop, respect of the manufacture, use, sale or sell a Licensed Productimport of Patented Products or Patented Processes, and the total royalty payment Licensee may reduce royalties payable hereunder by up to [***]percent (i.e., royalty payment due for Licensed Product under such license(s) plus the royalty payment due to Hospital under Section 4.5(a[***]%) of this Agreement) exceeds [*] of the Net Sales of royalties owed by Licensee to such Licensed Productthird parties, then the royalty payment due but in no event shall royalties payable to Hospital Juniper under this Agreement shall for Patented Products or Patented Processes be reduced by more than [***] percent ([***]%) and (ii) in respect of the total royalty payment that exceeds manufacture, use, sale or import of Unpatented Products or Unpatented Processes, Licensee may reduce royalties payable hereunder by royalties owed by to such third parties, but in no event shall royalties payable to Juniper under this Agreement for Unpatented Products or Unpatented Processes be reduced by more than [***] thresholdpercent ([***]%), and provided further that in no event shall the royalties paid by Company royalty payable to Hospital under this Agreement Juniper with respect to Net Sales of Unpatented Patents and Unpatented Processes be reduced to less than [*]. By way of example, if Company obtains such a license that has a [*] royalty rate, then the total royalty is [*] (i.e., [*]), which is [*] above the [*] threshold, so the royalty due to Hospital under this Agreement will be reduced by [*] (i.e., [*] of such [*] excess) to [*]. To further clarify, notwithstanding anything to the contrary in this Agreement, in no event shall the royalties paid by Company to Hospital under this Agreement when aggregated with any other credits or offsets allowed under this Agreement be reduced to less than [*]%. (c) Company With respect to Sublicensees, Licensee shall pay Hospital to Juniper [***] percent ([***]%) of any and all Sublicense IncomeIncome received, in lieu of receipt of royalty payments specified above. (d) All payments due to Hospital Juniper under this Section 4.5 4.4 shall be due and payable by Company within: Licensee within [***] days after the end of each Reporting Period except forPeriod, Sublicense Income; which is due within [*] days of Company receipt of such Sublicense Income; and shall be accompanied by a report as set forth in Sections 5.3 and 5.4. (e) Upon the expiration of a Royalty Term for a Patented Product or Patented Process in a country, the licenses granted to Licensee under Section 2 with respect to such Patented Product and Patented Process in such country shall be converted into fully paid-up, royalty-free, irrevocable licenses.

Royalties and Sublicense Income. (a) On a Licensed Product-by-Licensed Product and on a country by country basis, beginning Beginning with the First Commercial Sale of any Licensed Product in any country in the Licensed Territory and ending on the expiration of the last to expire Claim of Patent Rights that claims such Licensed Product in such country (the “Royalty Term”). License Territory, Company shall pay Hospital during the term of any license granted under Section 2.1(a)(i), a royalty of [***] percent ([***]%) of the Net Sales amounts of such Licensed all Products in such country. (b) and Processes. In the event that Company obtains a license(s) from a reasonably determines that royalty payments to one or more third party or additional license(s) from Hospital parties are required in order to developavoid potential infringement of third party patent rights, manufactureCompany shall notify Hospital via Hospital’s Executive Director, useResearch Ventures and Licensing promptly following Company’s decision to pursue a license from the applicable third party and, or sell if such payments are in excess of One Percent (1.0%) of Net Sales, Company may offset a Licensed Product, and the total of [***] Percent ([***]%) of such third-party payments that are in excess of One Percent (1.0%) of Net Sales against any royalty payment (i.e., royalty payment payments that are due for Licensed Product under such license(s) plus the royalty payment due to Hospital under this Section 4.5(a) of this Agreement) exceeds [*] of the Net Sales of such Licensed Product, then the royalty payment due to Hospital under this Agreement shall be reduced by [*] of in the total royalty payment that exceeds such [*] thresholdsame Reporting Period, provided that in no event shall the royalties paid by Company to Hospital royalty payments under this Agreement be reduced to less than [*]. By way of example, if Company obtains such a license that has a [*] royalty rate, then the total royalty is [*] (i.e., [*]Section 4.5(a), which is [*] above the [*] threshold, so the royalty due to Hospital under this Agreement will be reduced by [*] (i.e., [*] of such [*] excess) to [*]. To further clarify, notwithstanding anything to the contrary in this Agreement, in no event shall the royalties paid by Company to Hospital under this Agreement when aggregated with any other offsets and credits or offsets allowed under this Agreement Agreement, be reduced to less by more than [***] Percent ([***]%) in any Reporting Period. Without limiting the foregoing, in connection with providing notification to Hospital of Company’s intent to pursue a third party license, Company shall provide an explanation of its rationale for pursuing the license. In the event that Hospital notifies Company that Hospital has concerns regarding Company’s determination to seek such license, the Steering Committee shall be convened to review the determination. Failing satisfactory resolution from the Steering Committee the matter shall be discussed between Company CEO or Chairman and the Hospital’s Executive Director, Research Ventures and Licensing; provided that, Company’s CEO shall have final decision-making authority with respect to such matter and Company shall not be required to delay obtaining the proposed third party license for more than [***] days in total as a result of the foregoing Steering Committee and executive consultation process. (cb) Company shall pay Hospital [***] percent ([***]%) of any and all Sublicense IncomeIncome received prior to the third anniversary of the Effective Date, and [***] percent ([***]%) of any and all Sublicense Income received on or after the third anniversary of the Effective Date. (dc) All payments due to Hospital under this Section 4.5 shall be due and payable by Company within: within [***] days after the end of each Reporting Period except forPeriod, Sublicense Income; which is due within [*] days of Company receipt of such Sublicense Income; and shall be accompanied by a report as set forth in Sections 5.3 and 5.4.