Common use of Sharing of SUBLICENSE INCOME Clause in Contracts

Sharing of SUBLICENSE INCOME. COMPANY shall pay XXXXXXXXX the following percentage of all SUBLICENSE INCOME received by COMPANY or AFFILIATES. Such amount will be payable for each REPORTING PERIOD and will be due to XXXXXXXXX within [***] days of the end of each REPORTING PERIOD. · [***], for SUBLICENSES effective before [***]. · [***], for SUBLICENSES effective after [***], but prior to [***]. · [***], for SUBLICENSES effective thereafter. To the extent that other patent rights, other intellectual property rights or other rights or obligations are granted to a SUBLICENSEE, other than PATENT RIGHTS which are sublicensed hereunder, by COMPANY or AFFILIATES, the consideration received by COMPANY will, subject to this Section 4.1(f), be equitably apportioned between the PATENT RIGHTS and those other rights and obligations, and such apportionment will be reasonable and in accordance with customary standards in the industry, such that only the portion of consideration received from the third party that is reasonably attributable to the SUBLICENSE of rights under the PATENT RIGHTS shall be considered SUBLICENSE INCOME. Deductions taken under SUBLICENSE INCOME (e.g., future bona fide research, development and commercialization costs) also will be apportioned, as applicable. COMPANY shall deliver to XXXXXXXXX promptly a written report setting forth such apportionment. In the event XXXXXXXXX disagrees with the determination made by COMPANY, XXXXXXXXX will so notify COMPANY within [***] days of receipt of COMPANY’S report and the parties shall meet to discuss and resolve such disagreement in good faith. If the parties are unable to agree in good faith as to such fair-market values within [***] days, then the matter will be submitted in accordance with the dispute resolution process set forth in Article 14. If COMPANY owes additional monies to XXXXXXXXX after the conclusion of such process, COMPANY will have [***] days after the completion of such process to make such payment to XXXXXXXXX.

Sharing of SUBLICENSE INCOME. COMPANY (a) LICENSEE will pay to NOVARTIS a percentage of Sublicense Income received in any Calendar Quarter during the Term as set forth below. (i) [***] of Sublicense Income if the Sublicense is executed prior to the achievement of the Progress Milestone; or (ii) [***] of Sublicense Income if the Sublicense is executed after the Progress Milestone is met. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) Notwithstanding the foregoing, if any Sublicense includes a grant of rights to exploit products other than Products (in addition to a grant of rights to exploit Products) (a “Multi-Product Sublicense”), then, LICENSEE shall be entitled to allocate in good faith the consideration received for such Multi-Product Sublicense to the Sublicense of rights related to Products and the license of rights related to other products based on the relative value of such Sublicense rights to such other rights and, within [***] days after the execution of such Multi-Product Sublicense, LICENSEE will provide written notice to NOVARTIS (the “Allocation Notice”) of such proposed allocation of consideration, which will included an analysis of its methodology and data used in connection with the Proposed Allocation (the “Proposed Allocation”). LICENSEE and NOVARTIS will discuss such Proposed Allocation in good faith. NOVARTIS may, within [***] days after delivery of such notice, or such longer period as Novartis may reasonably request (the “Allocation Notice Period”), object to such Proposed Allocation (an “Allocation Dispute”). In the event of any such Allocation Dispute, the Parties will resolve such dispute pursuant to Section 5.2.6(c); provided that, any payment obligation of any Sublicense Income due under Section 5.2.6 under such Multi-Product Sublicense shall be tolled until the resolution of such dispute pursuant to Section 5.2.6(c); provided further that, upon the resolution of such dispute, LICENSEE shall pay XXXXXXXXX NOVARTIS for any Sublicense Income due to NOVARTIS under such Multi-Product Sublicense by the following percentage later of: (i) [***] days after the resolution of all SUBLICENSE INCOME such dispute; or (ii) the date which such payment is due under this Agreement pursuant to Section 5.2.6(d). For the avoidance of doubt, if NOVARTIS does not object to the Proposed Allocation within the Allocation Notice Period, then LICSENSEE’s Proposed Allocation shall be deemed to be the allocation under this Agreement with respect to Sublicense Income received by COMPANY or AFFILIATESunder such Multi-Product Sublicense. Such amount For the avoidance of doubt, the portion of any consideration under a Multi-Product Sublicense that is allocated to non-Products pursuant to this Section 5.2.6(b) shall not be considered Sublicense Income. (c) In the event of an Allocation Dispute, the Parties will work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***] Business Days, such dispute will be payable resolved by submitting such dispute to a single neutral and independent arbitrator who is knowledgeable about the industry and the subject matter at issue in the dispute (the “Allocation Arbitrator”). The Parties shall mutually agree on the Allocation Arbitrator. Within [***] Business Days after the selection of the Allocation Arbitrator, each Party shall submit its proposed allocation of the CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. consideration received for each REPORTING PERIOD such Multi-Product Sublicense to the Sublicense of rights related to Products and will the license of rights related to other products based on the relative value of such Sublicense rights to such other rights, along with any documentation, data or materials supporting such allocation that such Party desires to submit; provided that, LICENSEE may only submit such documentation, data or materials to the Allocation Arbitrator to the extent that LICENSEE previously provided such materials to NOVARTIS pursuant to Section 5.2.6(b) (each, a “Proposed Dispute Allocation”), to the Allocation Arbitrator. The Allocation Arbitrator shall render its decision within [***] Business Days after receipt of the Proposed Dispute Allocations from the Parties. The Allocation Arbitrator shall choose the Proposed Dispute Allocation submitted by either LICENSEE or NOVARTIS and may not modify such chosen Proposed Dispute Allocation in any way. The decision of the Allocation Arbitrator shall be final and binding upon the Parties, and the fees and expenses of the Allocation Arbitrator shall be borne by the Party whose Proposed Dispute Allocation is not chosen by the Allocation Arbitrator. (d) LICENSEE shall pay amounts due to XXXXXXXXX NOVARTIS under this Section 5.2.6 within [***] days of the end of each REPORTING PERIOD. · [***]Calendar Quarter, and at such time will deliver to NOVARTIS a report setting forth for SUBLICENSES effective before [***]. · [***], for SUBLICENSES effective after [***], but prior to [***]. · [***], for SUBLICENSES effective thereafter. To the extent that other patent rights, other intellectual property rights or other rights or obligations are granted to a SUBLICENSEE, other than PATENT RIGHTS which are sublicensed hereunder, by COMPANY or AFFILIATES, the consideration such Calendar Quarter all Sublicense Income received by COMPANY will, subject to this Section 4.1(f), be equitably apportioned between the PATENT RIGHTS LICENSEE and those other rights and obligations, and such apportionment will be reasonable and in accordance with customary standards in the industry, such that only the portion of consideration received from the third party that is reasonably attributable any Sublicense Income due to the SUBLICENSE of rights NOVARTIS under the PATENT RIGHTS shall be considered SUBLICENSE INCOME. Deductions taken under SUBLICENSE INCOME (e.g., future bona fide research, development and commercialization costs) also will be apportioned, as applicable. COMPANY shall deliver to XXXXXXXXX promptly a written report setting forth such apportionment. In the event XXXXXXXXX disagrees with the determination made by COMPANY, XXXXXXXXX will so notify COMPANY within [***] days of receipt of COMPANY’S report and the parties shall meet to discuss and resolve such disagreement in good faith. If the parties are unable to agree in good faith as to such fair-market values within [***] days, then the matter will be submitted in accordance with the dispute resolution process set forth in Article 14. If COMPANY owes additional monies to XXXXXXXXX after the conclusion of such process, COMPANY will have [***] days after the completion of such process to make such payment to XXXXXXXXXthis Section 5.2.6.

Sharing of SUBLICENSE INCOME. COMPANY shall pay XXXXXXXXX the following percentage of all SUBLICENSE INCOME received by COMPANY or AFFILIATES. Such amount will be payable for each REPORTING PERIOD and will be due to XXXXXXXXX within [***] ([***]) days of the end of each REPORTING PERIOD. · [***], for SUBLICENSES effective before • [***]. · [***], for SUBLICENSES effective after [***], but prior to • [***]. · • [***], for SUBLICENSES effective thereafter. To the extent that other patent rights, other intellectual property rights or other rights or obligations are granted to a SUBLICENSEE, other than PATENT RIGHTS which are sublicensed hereunder, by COMPANY or AFFILIATES, the consideration received by COMPANY will, subject to this Section 4.1(f), be equitably apportioned between the PATENT RIGHTS and those other rights and obligations, and such apportionment will be reasonable and in accordance with customary standards in the industry, such that only the portion of consideration received from the third party that is reasonably attributable to the SUBLICENSE of rights under the PATENT RIGHTS shall will be considered SUBLICENSE INCOME. Deductions taken under SUBLICENSE INCOME (e.g., future bona fide research, development and commercialization costs) also will be apportioned, as applicable. COMPANY shall deliver to XXXXXXXXX promptly a written report setting forth such apportionment. In the event XXXXXXXXX disagrees with the determination made by COMPANY, XXXXXXXXX will so notify COMPANY within [***] days of receipt of COMPANY’S ’s report and the parties shall meet to discuss and resolve such disagreement in good faith. If the parties are unable to agree in good faith as to such fair-market values within [***] days, then the matter will be submitted in accordance with the dispute resolution process set forth in Article 1413. If COMPANY owes additional monies to XXXXXXXXX after the conclusion of such process, COMPANY will have [***] days after the completion of such process to make such payment to XXXXXXXXX.