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 ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 such process, COMPANY will have [***] days after the completion of such process to make such payment to XXXXXXXXX.

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. CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED 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 ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 such process, COMPANY will have [***] days after the completion of such process to make such payment to XXXXXXXXX.