Sublicense Fees. Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.
Sublicense Fees. In partial consideration of the License and subject to Sections 3.7 and 3.8, Company will pay to Penn:
(i) [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of sublicensing royalties actually received by Company and its Affiliates in consideration of sublicenses of the License for Licensed Products Sold by sublicensees for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Penn Patent Rights that is licensed to Company under the License, provided that, such amounts payable to Penn with respect to such sublicensing royalties for such Sales of such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales of such Licensed Products made by sublicensees (as such Net Sales definition is applied to sublicensees, and applying Section 3.8 to such sublicensees’ Net Sales); and
(ii) [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all other sublicensing fees and payments and other consideration actually received by Company in consideration of sublicenses under the License granted by Company or its Affiliates, excluding for this clause (ii) (1) sublicensing royalties addressed by clause (i) above, (2) equity investments to the extent not in excess of fair market value made by sublicensees in Company or its Affiliates, (3) payments by sublicensees to Company or Affiliates for payment or reimbursement of patent prosecution, defense, enforcement and maintenance and/or other related expenses, and (4) payments by sublicensees to Company or its Affiliates for future research, development or commercialization activities (including pre-clinical or clinical studies) undertaken by or for Company or its Affiliates (including payments for FTEs), and further provided that if Company pays to Penn a milestone payment under Section 3.2 for achieving a milestone for which Company receives from a sublicensee a payment for achieving the same milestone subject to this Section 3.5(ii), then the amount of the Company’s payment to Penn under Section 3.2 shall be deducted from such sublicensee’s payment for purposes of this Section 3.5(ii) and shall not be subject to such [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) share.
Sublicense Fees. In accordance with this Section, Licensee shall pay to Mount Sinai [***]% of all Sublicense Income within sixty (60) days after receipt of such Sublicense Income. All consideration received by Licensee from any Sublicensee shall be fully auditable by Mount Sinai pursuant to the audit right in Section 6.10. Licensee shall not receive from any Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense without the express prior written consent of Mount Sinai. Any non-cash consideration, including, without limitation, equity in other companies or equity investments in Licensee, received by Licensee from any Sublicensee will be valued at its Fair Market Value as of the date of receipt by Licensee for purposes of calculating Sublicense Income. Licensee shall not sell or transfer, voluntarily or involuntarily, to a Third Party any of Licensee’s interest in any portion of any future sublicensing revenues under any Sublicense without the prior written consent of Mount Sinai.
Sublicense Fees. Licensee will pay Sublicense Fees in an amount equal to twenty five percent (25%) of Non-Royalty Sublicensing Consideration on or before the Quarterly Payment Deadline for the Contract Quarter during which Licensee receives such consideration.
Sublicense Fees. 3.5.1 In consideration of the rights and licenses granted to Licensee under Section 2.1 with respect to the exercise of a given Commercial Option, and subject to the remainder of this Section 3.5, Licensee will pay Licensor a percentage of any sublicense fees (including upfront payments and milestone payments and including any equity consideration received by Licensee or its Affiliates) received by Licensee or its Affiliates for the Licensed Technology from any Third Party Sublicensee or from any Third Party granted any option to obtain such a sublicense. The applicable percentage due to Licensor for each sublicense (or option), on a Licensed Indication-by-Licensed Indication basis, under each exclusive license granted under Section 2.1 upon exercise of a Commercial Option shall be as follows: If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication […***…] If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] If sublicensed (or optioned) after the […***…] anniversary of the Grant Date for the applicable Licensed Indication […***…] For the avoidance of doubt, with respect to a transaction with a Third Party involving the grant of an option to obtain a sublicense, if the sublicense is later granted as a result of the exercise of such option, the sublicense fees applicable to such sublicense will be determined by reference to the date the original option was granted, not the date the actual sublicense was granted.
3.5.2 With respect to the obligations under this Section 3.5, Licensee shall not be required to submit any amounts received from a Third Party for the following:
(a) Reimbursement for research, development, and/or manufacturing activities performed by Licensee or its Affiliates corresponding directly to the dev...
Sublicense Fees. Licensee shall pay Sublicense fees to UFRF per Section 2.2.2 of this Agreement within thirty days (30) of the receipt of any such fees from Sublicensee.
Sublicense Fees. 3.5.1 In further consideration of the license granted to Licensee under Section 2.1, Licensee will pay Licensor a percentage of any sublicense fees (including upfront payments and milestone payments) received by Licensee for the Licensed Patents from any Sublicensee or from any person or entity granted any option to obtain a sublicense. The applicable percentage due to Licensor for each sublicense (or option) shall be as follows:
Sublicense Fees. 3.5.1 In further consideration of the rights and licenses granted to Licensee under Section 2.1, Licensee will pay Licensor **** of any sublicense fees (****) received by Licensee or its Affiliates from a Third Party for the Licensed Technology from any Sublicensee or from any person or entity granted any option to obtain a sublicense.
3.5.2 With respect to the obligations under this Section 3.5, Licensee shall not be required to submit any amounts received from a Third Party for the following:
(a) Reimbursement or payment, in either case, of Licensee’s actual costs for research, development, and/or manufacturing activities performed by Licensee or its Affiliates corresponding directly to the research, development and/or manufacturing of Licensed Products pursuant to a specific agreement;
(b) Any and all amounts paid to Licensee or its Affiliates by a Sublicensee as royalties on sales of Licensed Product sold by the Sublicensee under a sublicense agreement; and
(c) Consideration received for the purchase of an equity interest in Licensee or its Affiliates at fair market value.
3.5.3 If Licensee or its Affiliates receives sublicense fees from Sublicensees or from any person or entity granted any option to obtain a sublicense under this Agreement in the form of non-cash consideration, then, at Licensor’s option, Licensee shall pay Licensor payments as required by this Section 3.5 (a) in the form of the non-cash consideration received by Licensee or its Affiliates or (b) a cash payment determined based on the fair market value of such non-cash consideration. If Licensee or its Affiliate enters into any sublicense that is not an arm’s length transaction, fees due under this Section 3.5 will be calculated based on the fair market value of such transaction, at the time of the transaction, assuming an arm’s length transaction made in the ordinary course of business, as determined jointly by Licensor and Licensee based on transactions of a similar type and standard industry practice, if any.
3.5.4 To the extent Licensee receives payment from a Third Party relating to one or more of the milestone events set forth in the table in Section 3.3, then the amount of the payment made to Licensor under such Section 3.3 with respect to such milestone event shall not be deemed sublicense fees under this Section 3.5; instead, the amounts due under this Section 3.5 shall be calculated by applying the applicable sublicense fee rate set forth in Section 3.5.1 above to the sublic...
Sublicense Fees. Licensee will pay the following Non-Royalty Sublicense Fees on or before the Quarterly Payment Deadline for the Contract Quarter in which the applicable Non-Royalty Sublicensing Consideration is received by the Licensee: [***] [***] [***] [***] [***]
Sublicense Fees. Licensee agrees to pay to Licensor sublicense fees as follows:
(1) of any license fees and milestone payments (but excluding royalty payments) paid to Licensee by any Sublicensee minus the corresponding minimum license fee or milestone payment previously paid to Licensor by Licensee, if any, for Licensed Products if the sublicense is for a Single Agent Products and such sublicense is entered prior to the initiation of a Phase II Clinical Trial.
(2) of any license fees and milestone payments (but excluding royalty payments) paid to Licensee by any Sublicensee minus the corresponding minimum license fee or milestone payment previously paid to Licensor by Licensee, if any, if the sublicense involves only a Combination Product(s) and such sublicense is entered prior to the initiation of a Phase II Clinical Trial.
(3) of any license fees and milestone payments (but excluding royalty payments) paid to Licensee by any Sublicensee minus the corresponding minimum license fee or milestone payment previously paid to Licensor by Licensee, if any, if the sublicense involves only a Single Agent Product(s) and such sublicense is entered after the initiation of a Phase II Clinical Trial.
(4) of any license fees and milestone payments (but excluding royalties) paid to Licensee by any Sublicensee minus the corresponding minimum license fee or milestone payment previously paid to Licensor by Licensee, if any, if the sublicense involves only a Combination Product(s) and such sublicense is entered after the initiation of a Phase II Clinical Trial.
