Common use of Royalties and Sublicense Income Clause in Contracts

Royalties and Sublicense Income. (a) Beginning with the First Commercial Sale in any country in the 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 all Products and Processes. In the event that Company reasonably determines that royalty payments to one or more third parties are required in order to avoid potential infringement of third party patent rights, Company shall notify Hospital via Hospital’s Executive Director, Research Ventures and Licensing promptly following Company’s decision to pursue a license from the applicable third party and, if such payments are in excess of [**] Percent ([**]%) of Net Sales, Company may offset a total of [**] Percent ([**]%) of such third-party payments that are in excess of [**] Percent ([**]%) of Net Sales against any royalty payments that are due under this Section 4.5(a) to Hospital in the same Reporting Period, provided that in no event shall the royalty payments under this Section 4.5(a), when aggregated with any other offsets and credits allowed under this Agreement, be reduced 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.

Royalties and Sublicense Income. (a) Beginning with the First Commercial Sale in any country in the 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 all Products and Processes. In the event that Company reasonably determines that royalty payments to one or more third parties are required in order to avoid potential infringement of third party patent rights, Company shall notify Hospital via Hospital’s Executive Director, Research Ventures and Licensing promptly following Company’s decision to pursue a license from the applicable third party and, if such payments are in excess of [***] Percent ([***]%) of Net Sales, Company may offset a total of [***] Percent ([***]%) of such third-party payments that are in excess of [***] Percent ([***]%) of Net Sales against any royalty payments that are due under this Section 4.5(a) to Hospital in the same Reporting Period, provided that in no event shall the royalty payments under this Section 4.5(a), when aggregated with any other offsets and credits allowed under this Agreement, be reduced 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 licensePortions of the exhibit, indicated by 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 xxxx “[**] days in total as a result *],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the foregoing Steering Committee and executive consultation processSecurities Exchange Act of 1934, as amended.

Royalties and Sublicense Income. (a) Royalty Payments in the License Field. Beginning with the First Commercial Sale in of any country Product or Process in the License TerritoryField, Company shall pay Hospital during the term of any license granted under Section 2.1(a)(i), a royalty of of: (i) [***] percent ([***]%) of the Net Sales amounts of all Products or Processes for all human applications and (ii) [***] percent ([***]%) of the Net Sales amounts of all Products and ProcessesProcesses for all animal applications. In the event that Company reasonably determines that royalty payments to one or more third parties are required in order to avoid potential infringement of third party patent rights, Company shall notify Hospital via Hospital’s Executive Director, Research Ventures and Licensing Chief Innovation Officer promptly following Company’s decision to pursue a license from the applicable third party and, if such payments are in excess of [***] Percent percent ([***]%) of Net Sales, Company may offset a total of [***] Percent percent ([***]%) of such third-party payments that are in excess of [**] Percent ([**]%) of Net Sales against any royalty payments that are due under this Section 4.5(a) to Hospital in the same Reporting Period, provided that in no event shall the royalty payments under this Section 4.5(a), when aggregated with any other offsets and credits allowed under this Agreement, be reduced 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 Parties shall be convened to review the determination. Failing satisfactory resolution from the Steering Committee Parties, the matter shall be discussed between Company Company’s CEO or Chairman and the Hospital’s Executive Director, Research Ventures and LicensingDirector of Innovation; 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 review and executive consultation process.

Royalties and Sublicense Income. (a) Beginning with the First Commercial Sale in any country in the 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 all Products and Processes. In the event that Company reasonably determines that royalty payments to one or more third parties are required in order to avoid potential infringement of third party patent rights, Company shall notify Hospital via Hospital’s Executive Director, Research Ventures and Licensing promptly following Company’s decision to pursue a license from the applicable third party and, if such payments are in excess of [**] One Percent ([**]1.0%) of Net Sales, Company may offset a total of [***] Percent ([***]%) of such third-party payments that are in excess of [**] One Percent ([**]1.0%) of Net Sales against any royalty payments that are due under this Section 4.5(a) to Hospital in the same Reporting Period, provided that in no event shall the royalty payments under this Section 4.5(a), when aggregated with any other offsets and credits allowed under this Agreement, be reduced 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.