Common use of Sublicense Fees Clause in Contracts

Sublicense Fees. In partial consideration of the License, Company will pay to Penn sublicense fees as per the table below of the sum of all payments plus the fair market value of all other consideration of any kind, received by Company from non-Affiliate sublicensees in consideration for the grant of the sublicense during the Quarter (“Sublicense Fees”), other than: (a) royalties paid to Company by a sublicensee based upon Sales or Net Sales by the sublicensee; (b) equity investments in Company by a sublicensee up to the amount of the fair market value of the equity purchased on the date of the investment; (c) loan proceeds paid to Company by a sublicensee in an arms-length, full recourse debt financing to the extent that such loan is not forgiven; and (d) sponsored research funding paid to Company by a sublicensee in a bona fide transaction for future research to be performed by Company. DATE SUBLICENSE GRANTED % OF CONSIDERATION PAYABLE [**] [ **] [**] [ **] [**] [ **] 1 Orphan Designation (or sometimes “orphan status”) is a special status that is granted to a drug or biological product to treat a rare disease or condition upon request of the Company. For a drug to qualify for orphan designation both the drug and the disease or condition must meet certain criteria specified in the Orphan Drug Act and FDA’s implementing regulations at 21 CFR Part 316. For purposes of the Agreement, Orphan Designation shall mean that the FDA or other foreign regulatory body has granted the Company market exclusivity with respect to the Licensed Product. Notwithstanding anything to the contrary herein, Company shall be permitted to sublicense or otherwise transfer its rights under this Agreement to any subsidiary or Affiliate of the Company and no sublicense fees shall be payable in respect of such transactions. Furthermore, in the event that the sublicense granted above involves the sublicense of additional technologies or patent rights, Penn and Company will in good faith mutually agree upon the allocation of any Sublicense Fees such that the amount of consideration payable to Penn in respect of the grant of the Sublicense is attributable to the Patent Rights granted hereunder. Any dispute regarding the allocation of any Sublicense Fees shall be determined in accordance with Section 13.11.

Sublicense Fees. In partial part consideration of the Licenselicense rights granted by Marina Bio under this Agreement and the right to sublicense such licenses, Company will MirnaRx shall pay to Penn sublicense fees as per the table below of the sum of all payments plus the fair market value of all other consideration of any kind, received by Company from non-Affiliate sublicensees in consideration for the grant of the sublicense during the Quarter Marina Bio an amount (“Sublicense Fees”), other than: ) equal to a percentage of any Sublicensing Revenue received by MirnaRx (aor its Affiliate) royalties paid from any Sublicensee based on the grant to Company by a sublicensee such Sublicensee of sublicense rights under MirnaRx’s license rights under the Licensed Patents. Such percentage shall be determined based upon Sales or Net Sales on the development stage of the applicable Licensed Product (that is covered by the sublicensee; (bsublicense) equity investments in Company at the time that the particular sublicense agreement is executed by a sublicensee up to the amount of the fair market value of the equity purchased on the date of the investment; (c) loan proceeds paid to Company by a sublicensee in an arms-lengthparties thereto, full recourse debt financing to the extent that such loan is not forgiven; and (d) sponsored research funding paid to Company by a sublicensee in a bona fide transaction for future research to be performed by Company. DATE SUBLICENSE GRANTED % OF CONSIDERATION PAYABLE as follows: [***] [ Percentage of Sublicense Revenue [***] [***] [ % [***] [***] [ % [***] 1 Orphan Designation [***] % [***] [***] % [***] [***] % If, as to a particular Licensed Product being developed by a Sublicensee, such Sublicensee first achieves, with respect to such Licensed Product, one of the Milestone Events in the milestone table in Section 5.3(a) above, then in no event will the cumulative amount (the “Cumulative Sublicense Fees”, as of the applicable date) of Sublicense Fees paid to Marina Bio by MirnaRx under this Section 5.6, by the date [***] after the date that such Milestone Event is achieved, with respect to Sublicense Revenues received by MirnaRx from such Sublicensee, be less than the cumulative amount (the “Milestone Payment Sum”, as of the applicable date) of the Milestone Payments that would have been due under Section 5.3(a) by such date, for all Milestone Events achieved by such Sublicensee (as of such date), had MirnaRx achieved such Milestone Events. If, as to a Sublicensee that first achieves a particular Milestone Event for the applicable Licensed Product sublicensed to such Sublicensee, the Cumulative Sublicense Fees paid by MirnaRx to Marina Bio based on Sublicense Revenues received from such Sublicensee, by the date that is [***] after the date when such Milestone Event is achieved, is less than the Milestone Payment Sum effective as of such date, then MirnaRx will by such date also pay to Marina Bio the amount of such difference (such amount, the “True-Up Payment” as to the applicable Milestone Event achieved by such Sublicensee). An example of the calculation of such amounts and the determination of such difference (if any) is given in Appendix B of this Agreement. For clarity, any such True-Up Payment shall be deemed a Sublicensee Fee payment for all purposes of this Agreement. Further, if in the sublicense agreement between MirnaRx and a particular Sublicensee, the definition of “Major Markets” (or sometimes “orphan status”equivalent definition) is a special status that is granted to a drug or biological product to treat a rare disease or condition upon request different from the definition in Section 1.27 of the Company. For a drug to qualify for orphan designation both the drug and the disease or condition must meet certain criteria specified in the Orphan Drug Act and FDA’s implementing regulations at 21 CFR Part 316. For purposes of the this Agreement, Orphan Designation shall mean that then the FDA or other foreign regulatory body has granted the Company market exclusivity definition in such sublicense agreement will be used with respect to the Licensed Product. Notwithstanding anything to the contrary herein, Company shall be permitted to sublicense or otherwise transfer its rights under this Agreement to any subsidiary or Affiliate achievement of the Company and no sublicense fees shall be payable Milestone Event in respect of such transactions. Furthermore, in the event that the sublicense granted above involves the sublicense of additional technologies or patent rights, Penn and Company will in good faith mutually agree upon the allocation of any Sublicense Fees such that the amount of consideration payable to Penn in respect subclause (i)(4) of the grant milestone table in Section 5.3(a) above, for the purpose of determining whether any “True-Up Payment” is owed by MirnaRx based on the Sublicensee achieving Regulatory Approval of the Sublicense is attributable to the Patent Rights granted hereunder. Any dispute regarding the allocation of any Sublicense Fees shall be determined applicable Licensed Product in accordance with Section 13.11a Major Market.

Sublicense Fees. In partial consideration Except to the extent a Sub-licensee Royalty Rate is applicable, Animas shall pay to Debiotech ****** of any Net Payments Animas receives from Sub-licensees and Distributors (“Base Sub-licensee Rate”). Net Payments equal the gross cash (including royalties) received by Animas Group from Sub-licensees pursuant to any sub-license agreement between Animas Group and such Sub-licensee ****** - Material has been omitted and filed separately with the Commission. relating to Debiotech Intellectual Property and the gross cash received by Animas Group from Distributors pursuant to any agreement between Animas Group and such Distributor relating to Debiotech Intellectual Property but excluding any cash received by Animas Group from sales of Debiotech Micro-Needle Products to such Distributors (provided that, to the extent Debiotech can demonstrate that a substantial portion of the Licensesales price of Debiotech Micro-Needle Products sold by Animas Group to Distributors includes what should be characterized as a sublicense fee or royalties due to Animas Group, Company will Debiotech may require that such part of the sales price be included in the Net Payments instead of in the Net Revenue), minus applicable import, export and excise duties and sales tax (including VAT), and minus any taxes withheld from the gross cash (excluding any taxes that were withheld after the gross cash payable to Animas Group was increased to provide that after the withholding of the taxes Animas Group was to receive the same amount of payment it would have received but for the withholding) to the extent not recoverable by Animas Group within two years of the receipt of the gross cash. In the event the total aggregate number of Debiotech Micro-Needle Products sold by all Sub-licensees and sold by Animas Group to Distributors for resale outside the USA in a Year exceeds ****** of all Debiotech Micro-Needle Products sold by Animas Group (including those to Distributors) and its Sub-licensees in such Year, Animas shall pay to Penn sublicense fees as per Debiotech a Sub License Fee equal to the table below greater of the sum (i) a royalty equal to ****** of net revenues of Debiotech Micro-Needle Products sold by all payments plus the fair market value of all other consideration of any kind, received by Company from nonSub-Affiliate sublicensees in consideration for the grant of the sublicense during the Quarter licensees (“Sublicense FeesSub-licensee Royalty Rate”), other than: or (aii) royalties paid to Company by a sublicensee based upon Sales or Net Sales by the sublicensee; (b) equity investments in Company by a sublicensee up to the amount of the fair market value of the equity purchased on the date of the investment; (c) loan proceeds paid to Company by a sublicensee in an armsBase Sub-length, full recourse debt financing to the extent that such loan is not forgiven; and (d) sponsored research funding paid to Company by a sublicensee in a bona fide transaction for future research to be performed by Company. DATE SUBLICENSE GRANTED % OF CONSIDERATION PAYABLE [**] [ **] [**] [ **] [**] [ **] 1 Orphan Designation (or sometimes “orphan status”) is a special status that is granted to a drug or biological product to treat a rare disease or condition upon request of the Company. For a drug to qualify for orphan designation both the drug and the disease or condition must meet certain criteria specified in the Orphan Drug Act and FDA’s implementing regulations at 21 CFR Part 316. For purposes of the Agreement, Orphan Designation shall mean that the FDA or other foreign regulatory body has granted the Company market exclusivity with respect to the Licensed Product. Notwithstanding anything to the contrary herein, Company shall be permitted to sublicense or otherwise transfer its rights under this Agreement to any subsidiary or Affiliate of the Company and no sublicense fees shall be payable in respect of such transactions. Furthermore, in the event that the sublicense granted above involves the sublicense of additional technologies or patent rights, Penn and Company will in good faith mutually agree upon the allocation of any Sublicense Fees such that the amount of consideration payable to Penn in respect of the grant of the Sublicense is attributable to the Patent Rights granted hereunder. Any dispute regarding the allocation of any Sublicense Fees shall be determined in accordance with Section 13.11licensee Rate.

Sublicense Fees. In partial consideration of for the right to sublicense the License, Company will pay to Penn the Licensor Parties a sublicense fees as per fee of: (i) [*Confidential Portion Omitted and Filed Separately with the table below SEC Pursuant to a Request for Confidential Information*]Percent ([*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]%) of the sum of all payments plus the fair market value of all other consideration of any kind, (alternatively, “Additional Sublicensing Revenue” received by Company from Sublicensees for sublicenses solely involving Patent Rights and (ii) [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*] Percent ([*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]%) of the sum of all payments plus the fair market value of all other consideration of any kind, received by Company from non-Affiliate sublicensees in consideration for all other sublicenses, including, but not limited to, sublicenses involving Patent Rights together with patents or intellectual property not owned by the grant of Licensing Parties or patents or intellectual property owned or controlled by the sublicense Company during the Quarter (“Sublicense Fees”)Quarter, other than: (a) royalties milestone payments paid to Company by a sublicensee based upon Sales or Net Sales by the sublicenseeSublicensee which Company pays to pursuant to Section 3.6 as a pass through; (b) equity investments in Company by a sublicensee Sublicensee up to the amount of the fair market value of the equity purchased on the date of the investment; and (c) loan proceeds paid to Company by a sublicensee in an arms-arms length, full recourse debt financing to the extent that such loan is not forgiven; and (d) sponsored research funding funding, including clinical research funding, paid to Company by a sublicensee in a bona fide transaction for future research to be performed by Company. DATE SUBLICENSE GRANTED % OF CONSIDERATION PAYABLE [**] [ **] [**] [ **] [**] [ **] 1 Orphan Designation (or sometimes “orphan status”) is a special status that is granted to a drug or biological product to treat a rare disease or condition upon request of the Company. For a drug to qualify for orphan designation both the drug and the disease or condition must meet certain criteria specified in the Orphan Drug Act and FDA’s implementing regulations at 21 CFR Part 316. For purposes of the Agreement, Orphan Designation shall mean that the FDA or other foreign regulatory body has granted the Company market exclusivity with respect to the Licensed Product. Notwithstanding anything to the contrary herein, Company shall be permitted to sublicense or otherwise transfer its rights under this Agreement to any subsidiary or Affiliate of the Company and no sublicense fees shall be payable in respect of such transactions. Furthermore, in the event that the sublicense granted above involves the sublicense of additional technologies or patent rights, Penn and Company will in good faith mutually agree upon the allocation of any Sublicense Fees such that the amount of consideration payable to Penn in respect of the grant of the Sublicense is attributable to the Patent Rights granted hereunder. Any dispute regarding the allocation of any Sublicense Fees shall be determined in accordance with Section 13.11.Xxxx X. Xxxxx M.D. LDN Research Group LLC TNI BioTech Inc.

Sublicense Fees. In partial consideration of the License, Company will pay to Penn PSRF a sublicense fees as per fee of (i) [*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*] Percent ([*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*]%) of the table below sum of all payments plus the fair market value of all other consideration of any kind, (alternatively, Additional Sublicensing Revenue) received by Company from sublicensees for sublicenses involving solely Patent Rights and (ii) [*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*] Percent ([*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*]%) of the sum of all payments plus the fair market value of all other consideration of any kind, received by Company from for all other sublicenses, including, but not limited to, sublicenses involving Patent Rights together with non-Affiliate sublicensees in consideration for the grant of the sublicense PSRF Company owned or controlled intellectual property during the Quarter (“Sublicense Fees”)Quarter, other than: (a) royalties paid to Company by a sublicensee based upon Sales or Net Sales by the sublicensee; (b) milestone payments paid to Company by a sublicensee which Company pays to PSRF pursuant to Section 3.6 as a pass through; (c) equity investments in Company by a sublicensee up to the amount of the fair market value of the equity purchased on the date of the investment; (cd) loan proceeds paid to Company by a sublicensee in an arms-arms length, full recourse debt financing to the extent that such loan is not forgiven; and (de) sponsored research funding funding, including clinical research funding, paid to Company by a sublicensee in a bona fide transaction for future research to be performed by Company. DATE SUBLICENSE GRANTED % OF CONSIDERATION PAYABLE [**] [ **] [**] [ **] [**] [ **] 1 Orphan Designation (or sometimes “orphan status”) is a special status that is granted to a drug or biological product to treat a rare disease or condition upon request of the Company. For a drug to qualify for orphan designation both the drug and the disease or condition must meet certain criteria specified in the Orphan Drug Act and FDA’s implementing regulations at 21 CFR Part 316. For purposes of the Agreement, Orphan Designation shall mean that the FDA or other foreign regulatory body has granted the Company market exclusivity with respect to the Licensed Product. Notwithstanding anything to the contrary herein, Company shall be permitted to sublicense or otherwise transfer its rights under this Agreement to any subsidiary or Affiliate of the Company and no sublicense fees shall be payable in respect of such transactions. Furthermore, in the event that the sublicense granted above involves the sublicense of additional technologies or patent rights, Penn and Company will in good faith mutually agree upon the allocation of any Sublicense Fees such that the amount of consideration payable to Penn in respect of the grant of the Sublicense is attributable to the Patent Rights granted hereunder. Any dispute regarding the allocation of any Sublicense Fees shall be determined in accordance with Section 13.11.

Sublicense Fees. In partial consideration Except to the extent a Sub-licensee Royalty Rate is applicable, Animas shall pay to Debiotech ****** of any Net Payments Animas receives from Sub-licensees and Distributors (“Base Sub-licensee Rate”) . Net Payments equal the gross cash (including royalties) received by Animas Group from Sub-licensees pursuant to any sub-license agreement between Animas Group and such Sub-licensee relating to Debiotech Intellectual Property and the gross cash received by Animas ****** - Material has been omitted and filed separately with the Commission. Group from Distributors pursuant to any agreement between Animas Group and such Distributor relating to Debiotech Intellectual Property but excluding any cash received by Animas Group from sales of Pump Products to such Distributors (provided that, to the extent Debiotech can demonstrate that a substantial portion of the Licensesales price of Pump Products sold by Animas Group to Distributors includes what should be characterized as a sublicense fee or royalties due to Animas Group, Company will Debiotech may require that such part of the sales price be included in the Net Payments instead of in the Net Revenue), minus applicable import, export and excise duties and sales tax (including VAT), and minus any taxes withheld from the gross cash (excluding any taxes that were withheld after the gross cash payable to Animas Group was increased to provide that after the withholding of the taxes Animas Group was to receive the same amount of payment it would have received but for the withholding) to the extent not recoverable by Animas Group within two years of the receipt of the gross cash. In the event either (i) the total aggregate number of Debiotech Pumps sold by all Sub-licensees and sold by Animas Group to Distributors for resale outside the USA in a Year exceeds ****** of all Debiotech Pumps sold by Animas Group (including those to Distributors) and its Sub-licensees in such Year, or (ii) the total aggregate number of Infusion Sets sold by all Sub-licensees and sold by Animas Group to Distributors for resale outside the USA in a Year exceeds ****** of all Infusion Sets sold by Animas Group (including those to Distributors) and its Sub-licensees in such Year, Animas shall pay to Penn sublicense fees as per Debiotech a Sub-licensee License Fee equal to the table below greater of the sum (i) a royalty equal to ****** of net revenues of Pump Products sold by all payments plus the fair market value of all other consideration of any kind, received by Company from nonSub-Affiliate sublicensees in consideration for the grant of the sublicense during the Quarter licensees (“Sublicense FeesSub-licensee Royalty Rate”), other than: or (aii) royalties paid to Company by a sublicensee based upon Sales or Net Sales by the sublicensee; (b) equity investments in Company by a sublicensee up to the amount of the fair market value of the equity purchased on the date of the investment; (c) loan proceeds paid to Company by a sublicensee in an armsBase Sub-length, full recourse debt financing to the extent that such loan is not forgiven; and (d) sponsored research funding paid to Company by a sublicensee in a bona fide transaction for future research to be performed by Company. DATE SUBLICENSE GRANTED % OF CONSIDERATION PAYABLE [**] [ **] [**] [ **] [**] [ **] 1 Orphan Designation (or sometimes “orphan status”) is a special status that is granted to a drug or biological product to treat a rare disease or condition upon request of the Company. For a drug to qualify for orphan designation both the drug and the disease or condition must meet certain criteria specified in the Orphan Drug Act and FDA’s implementing regulations at 21 CFR Part 316. For purposes of the Agreement, Orphan Designation shall mean that the FDA or other foreign regulatory body has granted the Company market exclusivity with respect to the Licensed Product. Notwithstanding anything to the contrary herein, Company shall be permitted to sublicense or otherwise transfer its rights under this Agreement to any subsidiary or Affiliate of the Company and no sublicense fees shall be payable in respect of such transactions. Furthermore, in the event that the sublicense granted above involves the sublicense of additional technologies or patent rights, Penn and Company will in good faith mutually agree upon the allocation of any Sublicense Fees such that the amount of consideration payable to Penn in respect of the grant of the Sublicense is attributable to the Patent Rights granted hereunder. Any dispute regarding the allocation of any Sublicense Fees shall be determined in accordance with Section 13.11licensee Rate.

Sublicense Fees. In partial consideration addition to all other amounts due hereunder, B&L will reimburse Symbollon with respect to each calendar quarter for [* INDICATES THAT MATERIAL HAS BEEN OMITTED AND CONFIDENTIAL TREATMENT HAS BEEN REQUESTED THEREFOR. ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2.] of any amounts that Symbollon is required to pay to any third party due to B&L's sublicense of such third party's patent rights during such quarter; provided that if, on a product-by-product basis, the amount that Symbollon is required to pay (less any amounts reimbursed by B&L) third parties due to B&L's sublicense of such third parties' patent rights during such quarter exceeds [* INDICATES THAT MATERIAL HAS BEEN OMITTED AND CONFIDENTIAL TREATMENT HAS BEEN REQUESTED THEREFOR. ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2.] of the Licenseroyalties that B&L is required to pay Symbollon for such quarter pursuant to Section 7.1, Company will pay to Penn sublicense fees as per the table below of the sum of all payments plus the fair market value of all other consideration of any kindthen, received by Company from non-Affiliate sublicensees in consideration for the grant of the sublicense during the Quarter (“Sublicense Fees”), other than: (a) royalties paid to Company by a sublicensee based upon Sales or Net Sales by the sublicensee; (b) equity investments in Company by a sublicensee up addition to the amount determined above that B&L will reimburse Symbollon, B&L will also reimburse Symbollon for the amount by which such third parties' payments exceeds [* INDICATES THAT MATERIAL HAS BEEN OMITTED AND CONFIDENTIAL TREATMENT HAS BEEN REQUESTED THEREFOR. ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2.] of the fair market value of the equity purchased on the date of the investment; (c) loan proceeds paid royalties that B&L is required to Company by a sublicensee in an arms-lengthpay Symbollon for such quarter pursuant to Section 7.1. If B&L and Symbollon mutually agree, full recourse debt financing which agreement shall not be unreasonably withheld, to the extent that such loan is not forgiven; and (d) sponsored research funding paid to Company by a sublicensee in a bona fide transaction for future research to be performed by Company. DATE SUBLICENSE GRANTED % OF CONSIDERATION PAYABLE [**] [ **] [**] [ **] [**] [ **] 1 Orphan Designation (or sometimes “orphan status”) is a special status that is granted license any additional third party Proprietary Information related to a drug or biological product to treat a rare disease or condition upon request Product's composition of the Company. For a drug to qualify for orphan designation both the drug matter (excluding packaging), then any and the disease or condition must meet certain criteria specified in the Orphan Drug Act and FDA’s implementing regulations at 21 CFR Part 316. For purposes of the Agreement, Orphan Designation shall mean that the FDA or other foreign regulatory body has granted the Company market exclusivity all amounts due with respect to the Licensed Product. Notwithstanding anything to the contrary herein, Company such license (regardless of which party is responsible for payment of such amounts) shall be permitted to sublicense or otherwise transfer its rights under governed by this Agreement to any subsidiary or Affiliate of the Company and no sublicense fees shall be payable in respect of such transactions. Furthermore, in the event that the sublicense granted above involves the sublicense of additional technologies or patent rights, Penn and Company will in good faith mutually agree upon the allocation of any Sublicense Fees such that the amount of consideration payable to Penn in respect of the grant of the Sublicense is attributable to the Patent Rights granted hereunder. Any dispute regarding the allocation of any Sublicense Fees shall be determined in accordance with Section 13.117.2.