Common use of Sublicense Income Clause in Contracts

Sublicense Income. (a) Except as set forth in Section 5.5(b) 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: 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 5.5(a) of this Agreement, the Parties acknowledge and agree that with respect to the JDLA: (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 an amount equal to [***] of any such Sublicense Income actually received by LICENSEE from bioMérieux SA; and (ii) each of the [***] milestone payments 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 an amount equal to [***] of any such Sublicense Income actually received by LICENSEE from bioMérieux SA. For the avoidance of doubt, any payments due under this Section 5.5(b) shall be in lieu of, and not in addition to, payments under Section 5.5(a). (c) 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 rights granted by TUFTS to LICENSEE under Section 3.1, including without limitation, license fees, royalties, milestone payments and license maintenance fees, but excluding: (i) payments made in consideration for the issuance of equity or debt securities of LICENSEE, to the 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 the future research, commercialization or development of Licensed Products and Licensed Services, and (iv) for avoidance of doubt, Net Sales of Licensed Products and Licensed Services sold or provided by Sublicensees.

Sublicense Income. (a) Except as set forth in Section 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 5.5(a5.S(a) of this Agreement, the Parties acknowledge and agree that with respect to the JDLAJDLA 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 bioMérieux bioMerieux 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 and the Parties agree that the compensation payable to the extent actually received by LICENSEE, and LICENSEE agrees to pay TUFTS an amount equal to for such payment shall be [***] of any such Sublicense Income actually received ], due by LICENSEE from bioMérieux SAwithin fifteen (15) days of the Second Amendment Effective Date. For the avoidance of doubt, any payments due the exceptions provided under this Section 5.5(b5.S(b) apply solely to the specific Sublicense Income payments identified herein, which specific payments shall not be in lieu of, and not in addition to, payments under subject to Section 5.5(a). (c) For purposes Notwithstanding anything to the contrary in Section 5.5(a) of this Agreement, “Sublicense Income” means payments or other value the Parties acknowledge and agree that LICENSEE receives from a Sublicensee in consideration of a sublicense of with respect to the rights granted by TUFTS to LICENSEE under Section 3.1, including without limitation, license fees, royalties, milestone payments and license maintenance fees, but excluding: [***] Sublicense: (i) payments made in consideration 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 issuance of equity or debt securities of LICENSEE, to Second Amendment Effective Date. For the 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 the future research, commercialization or development of Licensed Products and Licensed Services, and (iv) for avoidance of doubt, Net Sales 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 Licensed Products and Licensed Services sold or provided the License Agreement (as amended by Sublicensees.this Second Amendment Agreement):

Sublicense Income. (a) Except as set forth in Subject to Section 5.5(b9.3(b), GPC shall pay NEOTHERAPEUTICS (i) *** (***%) of this Agreementall Sublicense Fees and (ii) *** (***%) 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: 2022 and all years thereafter until the expiration or termination of this Agreement pursuant the J-X Royalty Term, the payments made by GPC to Article X of this Agreement. [NEOTHERAPEUTICS under clause (ii) shall in any event not be ***]%) of Net Sales of 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 5.5(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: (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 an amount equal to [***] of any such Sublicense Income actually received by LICENSEE from bioMérieux SA; and (ii) each of the [***] milestone payments 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 an amount equal to [***] of any such Sublicense Income actually received by LICENSEE from bioMérieux SA. For the avoidance of doubt, any payments due under this Section 5.5(b) shall be in lieu of, and not in addition to, payments under Section 5.5(a)omitted portions. (c) 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 rights granted by TUFTS to LICENSEE under Section 3.1, including without limitation, license fees, royalties, milestone payments and license maintenance fees, but excluding: (i) payments made in consideration for the issuance of equity or debt securities of LICENSEE, to the 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 the future research, commercialization or development of Licensed Products and Licensed Services, and (iv) for avoidance of doubt, Net Sales of Licensed Products and Licensed Services sold or provided by Sublicensees.

Sublicense Income. (a) Except as set forth in Subject to Section 5.5(b9.3 (b), GPC shall pay NEOTHERAPEUTICS (i) [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: 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 5.5(a) achievement of this Agreementany applicable milestone (a "Sublicensee Milestone"), the Parties acknowledge and agree that with respect to the JDLA: (i) if the [***] upfront Sublicensee Milestone is also a milestone described in Section 9.2, GPC shall make the applicable milestone payment contemplated under Section 9.2 to NEOTHERAPEUTICS and (ii) the payment received by Section 5.2.1 of the JDLA GPC from such Sublicensee shall be deemed treated as a Sublicense Fee and subject to constitute Sublicense Income 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 extent actually received by LICENSEE, and LICENSEE agrees not previously deducted pursuant to pay TUFTS an amount equal to [***] of any this clause) from such Sublicense Income actually 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 by LICENSEE from bioMérieux SA; and (ii) each of the US$[***Intentionally Redacted] milestone payments contemplated by Section 5.2.1 of the JDLA shall be deemed to constitute Sublicense Income to the extent actually received by LICENSEE, and LICENSEE agrees to pay TUFTS an amount equal to [***] of any such Sublicense Income actually received by LICENSEE from bioMérieux SA. For the avoidance of doubt, any payments due under this Section 5.5(b) shall be in lieu of, and not in addition to, payments under Section 5.5(a). (c) For purposes of this Agreement, “Sublicense Income” means payments or other value that LICENSEE receives from a Sublicensee upon approval by the EMEA in consideration the European Union of Satraplatin for commercial sale for a sublicense of the rights granted by TUFTS first indication, GPC would pay NEOTHERAPEUTICS US$[Intentionally Redacted] pursuant to LICENSEE under Section 3.1, including without limitation, license fees, royalties, milestone payments and license maintenance fees, but excluding: (i) payments made in consideration for the issuance of equity or debt securities of LICENSEE, to the 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 the future research, commercialization or development of Licensed Products and Licensed Services9.2, and US$[Intentionally Redacted] pursuant to Section 9.4(a) (iv) [Intentionally Redacted]% of US$[Intentionally Redacted] (US$[Intentionally Redacted] less US$[Intentionally Redacted] paid pursuant to Section 9.2)), for avoidance an aggregate payment of doubt, Net Sales of Licensed Products and Licensed Services sold or provided by SublicenseesUS$[Intentionally Redacted].