Common use of Sublicense Fees Clause in Contracts

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 sublicense fees received by Licensee from such Third Party after deducting the amount of the payment under Section 3.3.

Sublicense Fees. 3.5.1 3.6.1 In further consideration of the rights and licenses granted to Licensee under Section 2.1this Agreement, Licensee will pay Licensor **** of any sublicense fees (****including upfront payments and milestone payments) received by Licensee or its Affiliates from a Third Party for the Licensed Technology Commercial Patents from any Third Party Sublicensee or from any person or entity Third Party granted any option to obtain a sublicense. 3.5.2 3.6.2 With respect to the obligations under this Section 3.53.6, 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 valuevalue or in the form of loans at commercially reasonable rates of interest; and (c) Any and all amounts paid to Licensee or its Affiliates by a Third Party Sublicensee as royalties on sales of Licensed Product sold by such Sublicensee under a sublicense agreement. 3.5.3 3.6.3 If Licensee or its Affiliates Affiliate receives sublicense fees from Third Party Sublicensees or from any person or entity Third Party 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 3.6 (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 with a Third Party Sublicensee that is not an arm’s length transaction, fees due under this Section 3.5 3.6 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 3.6.4 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 3.33.4, then the amount of the payment made to Licensor under such Section 3.3 3.4 with respect to such milestone event shall not be deemed sublicense fees under this Section 3.53.6; instead, the amounts due under this Section 3.5 3.6 shall be calculated by applying the applicable sublicense fee rate set forth in Section 3.5.1 3.6.1 above to the sublicense fees received by Licensee from such Third Party after deducting the amount of the payment under Section 3.33.4. **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Sublicense Fees. 3.5.1 In further consideration of the rights and licenses granted to Licensee under Section 2.1, (i) 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 sublicensesublicense (“Sublicensing Revenue”) under any sublicense agreement entered into during the period commencing on the Effective Date and continuing until the [*] of the Effective Date and (ii) Licensee will pay Licensor [*] of any Sublicensing Revenue received by Licensee or its Affiliates under any sublicense agreement entered into on or after the [*] of the Effective Date. 3.5.2 With respect to the obligations under this Section 3.5, Sublicensing Revenue shall not include and 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 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, then 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 sublicense fees received by Licensee from such Third Party after deducting the amount of the payment under Section 3.3.

Sublicense Fees. 3.5.1 3.4.1 In further consideration of the rights and licenses granted to Licensee under Section 2.1, (i) 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 sublicensesublicense (“Sublicensing Revenue”) under any sublicense agreement entered into during the period commencing on the Effective Date and continuing until [*] of the Effective Date and (ii) Licensee will pay Licensor [*] of any Sublicensing Revenue received by Licensee or its Affiliates under any sublicense agreement entered into on or after [*] of the Effective Date. 3.5.2 3.4.2 With respect to the obligations under this Section 3.53.4, Sublicensing Revenue shall not include and 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 3.4.3 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 3.4 (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, then fees due under this Section 3.5 3.4 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 sublicense fees received by Licensee from such Third Party after deducting the amount of the payment under Section 3.3.

Sublicense Fees. 3.5.1 In further consideration of Licensee and/or its Affiliates, as the rights and licenses granted to Licensee under Section 2.1case may be, Licensee will pay Licensor to Licensor: (a) **** of any sublicense fees percent (****%) of all monetary consideration received by Licensee or its Affiliates from such party for any sublicense agreement entered into with a Third Party for sublicensee until 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 2nd anniversary of the obligations under this Section 3.5License Agreement, 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; and (b) **** percent (****%) of all monetary consideration received by such party for any sublicense agreement entered into with a sublicensee after the second anniversary of the License Agreement. Royalties and Milestones shall be excluded from the definition of Sublicense Fees. Any and all amounts paid sublicense to Licensee or its Affiliates by a Sublicensee an Affiliate will be on the same terms as royalties on sales of Licensed Product sold by the Sublicensee under a sublicense agreement; and (c) Consideration received this Agreement, but for the purchase bifurcation 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 international versus domestic sales. Any non-cash consideration received by Licensee or and/or its Affiliates or (b) from a cash payment determined based on sublicensee that is not wholly-owned by the Licensee will be valued at its fair market value as of the date of receipt and Licensor will receive the aforementioned respective percentages of the fair market value Acquisition: Before an outright sale of the ASD-002 asset to a third party, Licensee and/or its Affiliates, as the case may be, will provide copy of such non-cash consideration. If Licensee or its Affiliate enters into any sublicense that is not an arm’s length transactionagreement on a timely basis together with a notice to Licensor to confirm in writing a good faith, 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 with commercially reasonable terms. In the event of an outright sale of the PRO-MFA asset to a third party, such party will pay Licensor: (i) ****% of net proceeds of the transaction; or (ii) ****% of net proceeds of the transaction if the transaction concluded after the **** year anniversary of the Effective Date. Additionally, such party will pay Licensor a perpetual ****% royalty on any further net compensation which is not covered by the aforementioned percentages of upfront sale payments based upon revenue from third party, acquirer, sublicensee or an Affiliate. In the event of outright sale of the asset, the Patent Rights will not be assigned directly to any acquirer, but rather this Agreement and/or any Amended Agreement will be assigned and ownership rights for the Patent Rights will remain in Licensor. As a point of clarification, the proceeds resulting from any sale of the asset shall be those of the Licensee at which time the applicable royalty will be paid to Licensor. Diligence, Development and Commercialization: Licensee will, subject to the terms of the License Agreement, be in control of the development and commercialization of Licensed Products. Licensee will diligently develop the technology under the Patent Rights to bring a Licensed Product to market. Licensee understands that such diligence by Licensee is essential for Licensor to realize its value from the commercialization of Patent Rights and Know-How. Hence, Licensee will meet or demonstrate through written evidence of good faith, diligent and commercial best efforts to achieve the following Diligence Milestone: The earlier of: (i) Initiate a Phase II/III clinical trial of a Licensed Product prior to the expiration of the 2nd anniversary the Effective Date or (ii) the one-year anniversary of the approval of the IND by the FDA . First commercial sale of a Licensed Product in any jurisdiction by the fifth anniversary of the Effective Date Subject to the following two paragraphs, if Licensee fails to show diligent, good faith and commercial best effort and/or fails to meet the Diligence Milestones by the above stated deadlines, initiates bankruptcy proceeding or otherwise materially breaches this Agreement, then Licensor may elect to terminate this Agreement and/or any Amended Agreement with such effect as to revoke the License grant fully (“Reversion”). If a Reversion occurs and Licensor commercialization actually occurs, then Licensor shall be obligated to repay any consideration received under this Agreement at the point of Reversion, by way of the royalty found in this Section (“Reversion Royalty”) or, at Licensee’s discretion, converted into Licensor’s equity at the most senior level available. If repayment in equity is the chosen method, the valuation shall be based on the price of the most recent subscription of Licensor’s equity or, if no subscription has taken place in the ordinary course prior 12 months, then using a valuation established by an independent third party that is acceptable to both Licensee and Licensor. A Reversion Royalty shall be a royalty in all income derived from the Licensed Products equal to ****% until such time that the aggregate of businessroyalties paid to Licensee exceeds twice the aggregate of all consideration paid to Licensor by Licensee. Within thirty (30) calendar days following the end of each calendar quarter after the Reversion, as determined jointly by Licensor and shall submit to 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 (even in the table in Section 3.3event that no royalties are due) a royalty reporting form, then the amount duly completed by an authorized officer of the payment made to Licensor under such Section 3.3 Licensor, together with respect to such milestone event shall not be deemed sublicense fees under this Section 3.5; instead, the amounts any payments due under this Section 3.5 Section. Patent Maintenance, Reimbursement and Enforcement after executing the License Agreement: Upon signing of this agreement by both Parties, Licensee agrees to pay for all the costs incurred by the Licensor towards filing, prosecution and maintenance of the Patent Rights. Licensor shall control the prosecution and maintenance of the Patent Rights in consultation with Licensee and with patent counsel reasonably acceptable to Licensee. Licensor and its patent counsel will keep Licensee promptly informed about all the details of the patent prosecution and shall copy Licensee on all prosecution related activities. Licensor shall make available to Licensee the serial numbers and filing dates, together with copies of all the applications, including copies of all patent office actions from any patent office, responses and all other communications from any patent office. Licensor will keep Licensee promptly informed of these activities, shall copy Licensee on all prosecution related activities and shall accept any reasonable advice and guidance provided by Licensee regarding patent prosecution strategy and/or documentation drafting related thereto. Licensee will pay for all reasonable documented attorneys’ fees, expenses, official fees and other charges related to the prosecution and maintenance of such Patent Rights. Each Party shall inform the other promptly in writing of any alleged infringement of the Patent Rights by a third party. Licensee shall have the right, but not the obligation, to prosecute in its own name and at its own expense any infringement of any Licensed Patent. If Licensee elects to commence an infringement action, Licensee shall bear all expenses related to such action and, Licensor at its option, may join as a party to such action. Regardless of whether Licensor joins as a party, Licensee shall control such action, and Licensor shall, within reason, cooperate fully with Licensee in connection with any such action. Recoveries or reimbursements from infringement actions commenced by Licensee shall be calculated by applying distributed as follows: (i) the applicable sublicense fee rate set forth in Section 3.5.1 above parties shall be reimbursed litigation expenses, including but not limited to reasonable attorneys’ fees; (ii) as to ordinary damages, Licensee shall receive an amount equal to its lost profits or a reasonable royalty on the sublicense fees received by Licensee from such Third Party after deducting the amount sales of the payment under Section 3.3infringer (whichever measure of damages the court shall have applied) and shall be included towards net sales calculations for royalty determination; and (iii) any remaining recoveries, including those for damages above and beyond ordinary damages, or reimbursements shall be paid ****% to Licensee and ****% to Licensor. If Licensee decides not to prosecute infringement of any Licensed Patent, Licensor reserves the right (without obligation) to prosecute such infringement, in which case, the roles and returns stated above in this paragraph shall be reversed.