Common use of Sublicense Income Clause in Contracts

Sublicense Income. (a) Except as set forth in Sections 5.5(b) and 5.5(c) of this Agreement, in the event that, pursuant to Section 3.3 of this Agreement, LICENSEE grants a sublicense under its rights in Section 3.1 of this Agreement and receives Sublicense Income from a Sublicensee in respect of such grant within the period set forth below under the heading “Calendar Year,” LICENSEE agrees to pay TUFTS a percentage of such Sublicense Income as follows: Prior to and including December 31, 2017 [***] 2018 [***] 2019 [***] 2020 [***] 2021 [***] Starting on January 1, 2022 and all years thereafter until the expiration or termination of this Agreement pursuant to Article X of this Agreement. [***] (b) Notwithstanding anything to the contrary in Section 5.S(a) of this Agreement, the Parties acknowledge and agree that with respect to the JDLA Sublicense: (i) the [***] upfront payment contemplated by Section 5.2.1 of the JDLA shall be deemed to constitute Sublicense Income to the extent actually received by LICENSEE, and LICENSEE agrees to pay TUFTS, and TUFTS agrees that its compensation payable to TUFTS for such payment shall be, an amount equal to [***] of any such Sublicense Income actually received by LICENSEE from bioMerieux SA; (ii) the [***] milestone payments contemplated by Section 5.2.1 of the JDLA are no longer payable pursuant to the Amended JDLA; (iii) the [***] upfront payment contemplated by Section 5.2.1 of the Amended JDLA shall be deemed to constitute Sublicense Income and the Parties agree that the compensation payable to TUFTS for such payment shall be [***], due by LICENSEE within fifteen (15) days of the Second Amendment Effective Date. For the avoidance of doubt, the exceptions provided under this Section 5.S(b) apply solely to the specific Sublicense Income payments identified herein, which specific payments shall not be subject to Section 5.5(a). (c) Notwithstanding anything to the contrary in Section 5.5(a) of this Agreement, the Parties acknowledge and agree that with respect to the [***] Sublicense: (i) the [***] upfront payment under Section 4.1.1 of the [***] Sublicense shall be deemed to constitute Sublicense Income and the Parties agree that the compensation payable to TUFTS for such payment shall be [***], due by LICENSEE within fifteen (15) days of the Second Amendment Effective Date. For the avoidance of doubt, the exceptions provided under this Section 5.S(c) apply solely to the specific Sublicense Income payment identified herein, which specific payment shall not be subject to Section 5.5(a). (d) For purposes of the License Agreement (as amended by this Second Amendment Agreement):

Sublicense Income. (a) Except as set forth in Sections Section 5.5(b) and 5.5(c) of this Agreement, in the event that, pursuant to Section 3.3 of this Agreement, LICENSEE grants a sublicense under its rights in Section 3.1 of this Agreement and receives Sublicense Income from a Sublicensee in respect of such grant within the period set forth below under the heading “Calendar Year,” LICENSEE agrees to pay TUFTS a percentage of such Sublicense Income as follows: Prior to and including December 31, 2017 [***] 2018 [***] 2019 [***] 2020 [***] 2021 [***] Starting on January 1, 2022 and all years thereafter until the expiration or termination of this Agreement pursuant to Article X of this Agreement. [***] (b) Notwithstanding anything to the contrary in Section 5.S(a5.5(a) of this Agreement, the Parties acknowledge and agree that with respect to the JDLA SublicenseJDLA: (i) the [***] upfront payment contemplated by Section 5.2.1 of the JDLA shall be deemed to constitute Sublicense Income to the extent actually received by LICENSEE, and LICENSEE agrees to pay TUFTS, and TUFTS agrees that its compensation payable to TUFTS for such payment shall be, an amount equal to [***] of any such Sublicense Income actually received by LICENSEE from bioMerieux bioMérieux SA;; and (ii) each of the [***] milestone payments contemplated by Section 5.2.1 of the JDLA are no longer payable pursuant to the Amended JDLA; (iii) the [***] upfront payment contemplated by Section 5.2.1 of the Amended JDLA shall be deemed to constitute Sublicense Income to the extent actually received by LICENSEE, and the Parties agree that the compensation payable LICENSEE agrees to pay TUFTS for such payment shall be an amount equal to [***], due ] of any such Sublicense Income actually received by LICENSEE within fifteen (15) days of the Second Amendment Effective Datefrom bioMérieux SA. For the avoidance of doubt, the exceptions provided any payments due under this Section 5.S(b5.5(b) apply solely to the specific Sublicense Income shall be in lieu of, and not in addition to, payments identified herein, which specific payments shall not be subject to under Section 5.5(a). (c) Notwithstanding anything to the contrary in Section 5.5(a) For purposes of this Agreement, “Sublicense Income” means payments or other value that LICENSEE receives from a Sublicensee in consideration of a sublicense of the Parties acknowledge rights granted by TUFTS to LICENSEE under Section 3.1, including without limitation, license fees, royalties, milestone payments and agree that with respect to the [***] Sublicense: license maintenance fees, but excluding: (i) payments made in consideration for the [***] upfront payment under Section 4.1.1 issuance of equity or debt securities of LICENSEE, to the [***] Sublicense shall be deemed extent they are issued at fair market value, (ii) payments for or reimbursement of patent prosecution, defense enforcement and maintenance and/or other related expenses, (iii) amounts paid as reimbursement for specific costs or fully burdened employee expenses within the preceding twelve months or payments specifically committed to constitute Sublicense Income the future research, commercialization or development of Licensed Products and the Parties agree that the compensation payable to TUFTS Licensed Services, and (iv) for such payment shall be [***], due by LICENSEE within fifteen (15) days of the Second Amendment Effective Date. For the avoidance of doubt, the exceptions Net Sales of Licensed Products and Licensed Services sold or provided under this Section 5.S(c) apply solely to the specific Sublicense Income payment identified herein, which specific payment shall not be subject to Section 5.5(a)by Sublicensees. (d) For purposes of the License Agreement (as amended by this Second Amendment Agreement):

Sublicense Income. (a) Except as set forth in Sections 5.5(b) and 5.5(c) of this Agreement, in the event that, pursuant Subject to Section 3.3 of this Agreement9.3(b), LICENSEE grants a sublicense under its rights in Section 3.1 of this Agreement and receives Sublicense Income from a Sublicensee in respect of such grant within the period set forth below under the heading “Calendar Year,” LICENSEE agrees to GPC shall pay TUFTS a percentage of such Sublicense Income as follows: Prior to and including December 31, 2017 [NEOTHERAPEUTICS (i) *** (***] 2018 [%) of all Sublicense Fees and (ii) *** (***] 2019 [%) of all Sublicense Royalties received by GPC, provided that, until the expiration of the J-X Royalty Term, the payments made by GPC to NEOTHERAPEUTICS under clause (ii) shall in any event not be ***] 2020 [***] 2021 [***] Starting on January 1, 2022 and all years thereafter until the expiration or termination %) of this Agreement pursuant to Article X Net Sales of this Agreement. [***]Covered Products by Sublicensees. (b) Notwithstanding anything else contained herein, upon receipt by GPC of any payment from a Sublicensee upon the achievement of any applicable milestone (a “Sublicensee Milestone”), (i) if the Sublicensee Milestone is also a milestone described in Section 9.2, GPC shall make the applicable milestone payment under Section 9.2 to NEOTHERAPEUTICS and (ii) the payment received by GPC from such Sublicensee shall be treated as a Sublicense Fee and subject to Section 9.4(a), provided that GPC may deduct any payment made pursuant to clause (i) and all other payments previously made by GPC pursuant to Section 9.2 (to the contrary extent not previously deducted pursuant to this clause) from such Sublicense Fee before calculating the percentage owed to NEOTHERAPEUTICS pursuant to Section 9.4(a) in determining GPC’s obligation under such Section. As an example, if GPC received US$*** from a Sublicensee upon approval by the EMEA in the European Union of Satraplatin for commercial sale for a first indication, GPC would pay NEOTHERAPEUTICS US$*** pursuant to Section 5.S(a9.2, and US$*** pursuant to Section 9.4(a) (***% of US$*** (US$*** less US$*** paid pursuant to Section 9.2)), for an aggregate payment of US$***. *** Certain information on this Agreement, page has been omitted and filed separately with the Parties acknowledge Securities and agree that Exchange Commission. Confidential treatment has been requested with respect to the JDLA Sublicense: (i) the [***] upfront payment contemplated by Section 5.2.1 of the JDLA shall be deemed to constitute Sublicense Income to the extent actually received by LICENSEE, and LICENSEE agrees to pay TUFTS, and TUFTS agrees that its compensation payable to TUFTS for such payment shall be, an amount equal to [***] of any such Sublicense Income actually received by LICENSEE from bioMerieux SA; (ii) the [***] milestone payments contemplated by Section 5.2.1 of the JDLA are no longer payable pursuant to the Amended JDLA; (iii) the [***] upfront payment contemplated by Section 5.2.1 of the Amended JDLA shall be deemed to constitute Sublicense Income and the Parties agree that the compensation payable to TUFTS for such payment shall be [***], due by LICENSEE within fifteen (15) days of the Second Amendment Effective Date. For the avoidance of doubt, the exceptions provided under this Section 5.S(b) apply solely to the specific Sublicense Income payments identified herein, which specific payments shall not be subject to Section 5.5(a)omitted portions. (c) Notwithstanding anything to the contrary in Section 5.5(a) of this Agreement, the Parties acknowledge and agree that with respect to the [***] Sublicense: (i) the [***] upfront payment under Section 4.1.1 of the [***] Sublicense shall be deemed to constitute Sublicense Income and the Parties agree that the compensation payable to TUFTS for such payment shall be [***], due by LICENSEE within fifteen (15) days of the Second Amendment Effective Date. For the avoidance of doubt, the exceptions provided under this Section 5.S(c) apply solely to the specific Sublicense Income payment identified herein, which specific payment shall not be subject to Section 5.5(a). (d) For purposes of the License Agreement (as amended by this Second Amendment Agreement):

Sublicense Income. (a) Except as set forth in Sections 5.5(bSubject to Section 9.3 (b), GPC shall pay NEOTHERAPEUTICS (i) and 5.5(c[Intentionally Redacted] ([Intentionally Redacted]%) of this Agreementall Sublicense Fees and (ii) [Intentionally Redacted] ([Intentionally Redacted]%) of all Sublicense Royalties received by GPC, in the event provided that, pursuant to Section 3.3 of this Agreement, LICENSEE grants a sublicense under its rights in Section 3.1 of this Agreement and receives Sublicense Income from a Sublicensee in respect of such grant within the period set forth below under the heading “Calendar Year,” LICENSEE agrees to pay TUFTS a percentage of such Sublicense Income as follows: Prior to and including December 31, 2017 [***] 2018 [***] 2019 [***] 2020 [***] 2021 [***] Starting on January 1, 2022 and all years thereafter until the expiration or termination of this Agreement pursuant the X-X Royaly Term, the payments made by GPC to Article X NEOTHERAPEUTICS under clause (ii) shall in any event not be [Intentionally Redacted] ([Intentionally Redacted]%) of this Agreement. [***]Net Sales of Covered Products by Sublicensees. (b) Notwithstanding anything to else contained herein, upon receipt by GPC of any payment from a Sublicensee upon the contrary in Section 5.S(a) achievement of this Agreementany applicable milestone (a "Sublicensee Milestone"), the Parties acknowledge and agree that with respect to the JDLA Sublicense: (i) if the [***] upfront Sublicensee Milestone is also a milestone described in Section 9.2, GPC shall make the applicable milestone payment contemplated by under Section 5.2.1 of the JDLA shall be deemed 9.2 to constitute Sublicense Income to the extent actually received by LICENSEE, NEOTHERAPEUTICS and LICENSEE agrees to pay TUFTS, and TUFTS agrees that its compensation payable to TUFTS for such payment shall be, an amount equal to [***] of any such Sublicense Income actually received by LICENSEE from bioMerieux SA; (ii) the [***] milestone payments contemplated payment received by Section 5.2.1 of the JDLA are no longer payable pursuant to the Amended JDLA; (iii) the [***] upfront payment contemplated by Section 5.2.1 of the Amended JDLA GPC from such Sublicensee shall be deemed to constitute treated as a Sublicense Income Fee and the Parties agree that the compensation payable to TUFTS for such payment shall be [***], due by LICENSEE within fifteen (15) days of the Second Amendment Effective Date. For the avoidance of doubt, the exceptions provided under this Section 5.S(b) apply solely to the specific Sublicense Income payments identified herein, which specific payments shall not be subject to Section 5.5(a9.4(a). (c) Notwithstanding anything , provided that GPC may deduct any payment made pursuant to the contrary in Section 5.5(a) of this Agreement, the Parties acknowledge and agree that with respect to the [***] Sublicense: clause (i) the [***] upfront payment under and all other payments previously made by GPC pursuant to Section 4.1.1 of the [***] Sublicense shall be deemed to constitute Sublicense Income and the Parties agree that the compensation payable to TUFTS for such payment shall be [***], due by LICENSEE within fifteen 9.2 (15) days of the Second Amendment Effective Date. For the avoidance of doubt, the exceptions provided under this Section 5.S(c) apply solely to the specific extent not previously deducted pursuant to this clause) from such Sublicense Income payment identified herein, which specific payment shall not be subject Fee before calculating the percentage owed to NEOTHERAPEUTICS pursuant to Section 5.5(a9.4(a) in determining GPC's obligation under such Section. As an example, if GPC received US$[Intentionally Redacted] from a Sublicensee upon approval by the EMEA in the European Union of Satraplatin for commercial sale for a first indication, GPC would pay NEOTHERAPEUTICS US$[Intentionally Redacted] pursuant to Section 9.2, and US$[Intentionally Redacted] pursuant to Section 9.4(a) ([Intentionally Redacted]% of US$[Intentionally Redacted] (US$[Intentionally Redacted] less US$[Intentionally Redacted] paid pursuant to Section 9.2)), for an aggregate payment of US$[Intentionally Redacted]. (d) For purposes of the License Agreement (as amended by this Second Amendment Agreement):