Common use of Sublicense Payments Clause in Contracts

Sublicense Payments. Any and all revenues, equity interests and other consideration paid to Licensee in consideration of the grant to a third party of a sublicense to the Licensed Patent Rights and/or Licensed Biological Materials to any Sublicensee that is not an Affiliate of Licensee (collectively “Sublicense Revenues”) shall be reported and paid to TSRI by Licensee on a quarterly basis within sixty (60) days of the end of the applicable quarter in which such Sublicense Revenues are received by Licensee. Notwithstanding the foregoing, all royalties based upon transfers or sales of Licensed Products or Licensed Processes, payments for or reimbursement for costs for research and development (to the extent itemized in the sublicense agreement), payments for or reimbursements for costs for patent prosecution, defense, enforcement and maintenance, and payments for equity and debt securities, so long as said payments reflect the current fair market value, and not a premium thereon, shall be excluded from Sublicense Revenues. Any non-cash Sublicense Revenues received by Licensee from a Sublicensee or other third party shall be valued at its fair market value as of the date of receipt, as determined in good faith by Licensee. Licensee shall pay to TSRI a non-creditable, non-refundable percentage of these Sublicense Revenues according to the following schedule (“Sublicense Payments”): Sublicense Revenues received by Licensee(on a cumulative basis) Percent of Sublicense Revenues payable to TSRI Up to $[***] [***] $[***] [***] More than $[***] [***] Any milestone payment that Licensee makes to TSRI under Section 4.4 below upon achievement of a given milestone event by a Sublicensee would be credited against any payment due under this Section 4.1 only with respect to Sublicense Revenues received in connection with achievement of the same milestone event. To the extent that patent rights, other intellectual property rights or other rights or obligations other than Licensed Patent Rights are sublicensed or granted by Licensee, including, without limitation, pursuant to Other License Agreements, that portion of the consideration received by Licensee and subject to this Section 4.1 shall be equitably apportioned between the Licensed Patent Rights and those other rights and obligations, and such apportionment shall be reasonable and in accordance with customary standards in the industry. Licensee shall promptly deliver to TSRI a written report setting forth such apportionment. In the event TSRI disagrees with the determination made by Licensee, TSRI shall so notify Licensee within [***] days of receipt of Licensee’s report and the parties shall meet to discuss and resolve such disagreement in good faith. If the parties are unable to agree in good faith as to such fair market values within thirty (30) days, then the matter shall be submitted in accordance with the dispute resolution process set forth in Section 14.9. Notwithstanding the foregoing, with respect to any sublicense agreement, the parties agree that the percentage of “Sublicense Revenues” attributable to such sublicense agreement is not cumulative across Other License Agreements, regardless of the number of Other License Agreements that are applicable to such sublicense agreement, and regardless of whether sublicenses are granted under more than one Other License Agreement.

Sublicense Payments. Any and all revenues, equity interests and other consideration paid to Licensee in consideration of the grant to a third party of a sublicense to the Licensed Patent Rights and/or Licensed Biological Materials to any Sublicensee that is not an Affiliate of Licensee (collectively “Sublicense Revenues”) shall be reported and paid to TSRI by Licensee on a quarterly basis within sixty (60) days of the end of the applicable quarter in which such Sublicense Revenues are received by Licensee. Notwithstanding the foregoing, all royalties based upon transfers or sales of Licensed Products or Licensed Processes, payments for or reimbursement for costs for research and development (to the extent itemized in the sublicense agreement), payments for or reimbursements for costs for patent prosecution, defense, enforcement and maintenance, and payments for equity and debt securities, so long as said * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission payments reflect the current fair market value, and not a premium thereon, shall be excluded from Sublicense Revenues. Any non-cash Sublicense Revenues received by Licensee from a Sublicensee or other third party shall be valued at its fair market value as of the date of receipt, as determined in good faith by Licensee. Licensee shall pay to TSRI a non-creditable, non-refundable nonrefundable percentage of these Sublicense Revenues according to the following schedule (“Sublicense Payments”): Sublicense Revenues received by Licensee(on a cumulative basis) Percent of Sublicense Revenues payable to TSRI Up to $[***] [***] $[***] [***] More than $[***] [***] Any milestone payment that Licensee makes to TSRI under Section 4.4 below upon achievement of a given milestone event by a Sublicensee would be credited against any payment due under this Section 4.1 only with respect to Sublicense Revenues received in connection with achievement of the same milestone event. To the extent that patent rights, other intellectual property rights or other rights or obligations other than Licensed Patent Rights are sublicensed or granted by Licensee, including, without limitation, pursuant to Other License Agreements, that portion of the consideration received by Licensee and subject to this Section 4.1 shall be equitably apportioned between the Licensed Patent Rights and those other rights and obligations, and such apportionment shall be reasonable and in accordance with customary standards in the industry. Licensee shall promptly deliver to TSRI a written report setting forth such apportionment. In the event TSRI disagrees with the determination made by Licensee, TSRI shall so notify Licensee within [***] days of receipt of Licensee’s report and the parties shall meet to discuss and resolve such disagreement in good faith. If the parties are unable to agree in good faith as to such fair market values within thirty (30) days, then the matter shall be submitted in accordance with the dispute resolution process set forth in Section 14.9. Notwithstanding the foregoing, with respect to any sublicense agreement, the parties agree that the percentage of “Sublicense Revenues” attributable to such sublicense agreement is not cumulative across Other License Agreements, regardless of the number of Other License Agreements that are applicable to such sublicense agreement, and regardless of whether sublicenses are granted under more than one Other License Agreement.

Sublicense Payments. Any and all revenues, equity interests and other consideration paid to Licensee in consideration of the grant to a third party of a sublicense to the Licensed Patent Rights and/or Licensed Biological Materials to any Sublicensee that is not an Affiliate of Licensee (collectively “Sublicense Revenues”) shall be reported and paid to TSRI by Licensee on a quarterly basis within sixty (60) days of the end of the applicable quarter in which such Sublicense Revenues are received by Licensee. Notwithstanding the foregoing, all royalties based upon transfers or sales of Licensed Products or Licensed Processes, payments for or reimbursement for costs for research and development (to the extent itemized in the sublicense agreement), payments for or reimbursements for costs for patent prosecution, defense, enforcement and maintenance, and payments for equity and debt securities, so long as said payments reflect the current fair market value, and not a premium thereon, shall be excluded from Sublicense Revenues. Any non-cash Sublicense Revenues received by Licensee from a Sublicensee or other third party shall be valued at its fair market value as of the date of receipt, as determined in good faith by Licensee. Licensee shall pay to TSRI a non-creditable, non-refundable nonrefundable percentage of these Sublicense Revenues according to the following schedule (“Sublicense Payments”): Sublicense Revenues received by Licensee(on a cumulative basis) Percent of Sublicense Revenues payable to TSRI Up to $[***] [***] $[***] [***] More than $[***] [***] Any milestone payment that Licensee makes to TSRI under Section 4.4 below upon achievement of a given milestone event by a Sublicensee would be credited against any payment due under this Section 4.1 only with respect to Sublicense Revenues received in connection with achievement of the same milestone event. To the extent that patent rights, other intellectual property rights or other rights or obligations other than Licensed Patent Rights are sublicensed or granted by Licensee, including, without limitation, pursuant to Other License Agreements, that portion of the consideration received by Licensee and subject to this Section 4.1 shall be equitably apportioned between the Licensed Patent Rights and those other rights and obligations, and such apportionment shall be reasonable and in accordance with customary standards in the industry. Licensee shall promptly deliver to TSRI a written report setting forth such apportionment. In the event TSRI disagrees with the determination made by Licensee, TSRI shall so notify Licensee within [***] days of receipt of Licensee’s report and the parties shall meet to discuss and resolve such disagreement in good faith. If the parties are unable to agree in good faith as to such fair market values within thirty (30) days, then the matter shall be submitted in accordance with the dispute resolution process set forth in Section 14.9. Notwithstanding the foregoing, with respect to any sublicense agreement, the parties agree that the percentage of “Sublicense Revenues” attributable to such sublicense agreement is not cumulative across Other License Agreements, regardless of the number of Other License Agreements that are applicable to such sublicense agreement, and regardless of whether sublicenses are granted under more than one Other License Agreement.

Sublicense Payments. Any and all revenues, equity interests and other consideration paid to Licensee in consideration of the grant to a third party of a sublicense to the Licensed Patent Rights and/or Licensed Biological Materials to any Sublicensee that is not an Affiliate of Licensee (collectively “Sublicense Revenues”) shall be reported and paid to TSRI by Licensee on a quarterly basis within sixty (60) days of the end of the applicable quarter in which such Sublicense Revenues are received by Licensee. Notwithstanding the foregoing, all royalties based upon transfers or sales of Licensed Products or Licensed Processes, payments for or reimbursement for costs for research and development (to the extent itemized in the sublicense agreement), payments for or reimbursements for costs for patent prosecution, defense, enforcement and maintenance, and payments for equity and debt securities, so long as said payments reflect the current fair market value, and not a premium thereon, shall be excluded from Sublicense Revenues. Any non-cash Sublicense Revenues received by Licensee from a Sublicensee or other third party shall be valued at its fair market value as of the date of receipt, as determined in good faith by Licensee. Licensee shall pay to TSRI a non-creditable, non-refundable percentage of these Sublicense Revenues according to the following schedule (“Sublicense Payments”): Sublicense Revenues received by Licensee(on Licensee (on a cumulative basis) Percent of Sublicense Revenues payable to TSRI Up to $[***] [***] $[***] [***] More than $[***] [***] Any milestone payment that Licensee makes to TSRI under Section 4.4 below upon achievement of a given milestone event by a Sublicensee would be credited against any payment due under this Section 4.1 only with respect to Sublicense Revenues received in connection with achievement of the same milestone event. To the extent that patent rights, other intellectual property rights or other rights or obligations other than Licensed Patent Rights are sublicensed or granted by Licensee, including, without limitation, pursuant to Other License Agreements, that that: portion of the consideration received by Licensee and subject to this Section 4.1 shall be equitably apportioned between the Licensed Patent Rights and those other rights and obligations, and such apportionment shall be reasonable and in accordance with customary standards in the industry. Licensee shall promptly deliver to TSRI a written report setting forth such apportionment. In the event TSRI disagrees with the determination made by Licensee, TSRI shall so notify Licensee within [***] thirty (30) days of receipt of Licensee’s report and the parties shall meet to discuss and resolve such disagreement in good faith. If the parties are unable to agree in good faith as to such fair market values within thirty (30) [***] days, then the matter shall be submitted in accordance with the dispute resolution process set forth in Section 14.9. Notwithstanding the foregoing, with respect to any sublicense agreement, the parties agree that the percentage of “Sublicense Revenues” attributable to such sublicense agreement is not cumulative across Other License Agreements, regardless of the number of Other License Agreements that are applicable to such sublicense agreement, and regardless of whether sublicenses are granted under more than one Other License Agreement.

Sublicense Payments. Any and all revenues, equity interests and other consideration paid to Licensee in consideration of the grant to a third party of a sublicense to the Licensed Patent Rights and/or Licensed Biological Materials to any Sublicensee that is not an Affiliate of Licensee (collectively “Sublicense Revenues”) shall be reported and paid to TSRI by Licensee on a quarterly basis within sixty (60) days of the end of the applicable quarter in which such Sublicense Revenues are received by Licensee. Notwithstanding the foregoing, all royalties based upon transfers or sales of Licensed Products or Licensed Processes, payments for or reimbursement for costs for research and development (to the extent itemized in the sublicense agreement), payments for or reimbursements for costs for patent prosecution, defense, enforcement and maintenance, and payments for equity and debt securities, so long as said payments reflect the current fair market value, and not a premium thereon, shall be excluded from Sublicense Revenues. Any non-cash Sublicense Revenues received by Licensee from a Sublicensee or other third party shall be valued at its fair market value as of the date of receipt, as determined in good faith by Licensee. Licensee shall pay to TSRI a non-creditable, non-refundable percentage of these Sublicense Revenues according to the following schedule (“Sublicense Payments”): Sublicense Revenues received by Licensee(on Licensee (on a cumulative basis) Percent of Sublicense Revenues payable to TSRI Up to $[***] [***] $[***] [***] More than $[***] [***] Any milestone payment that Licensee makes to TSRI under Section 4.4 below upon achievement of a given milestone event by a Sublicensee would be credited against any payment due under this Section 4.1 only with respect to Sublicense Revenues received in connection with achievement of the same milestone event. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission To the extent that patent rights, other intellectual property rights or other rights or obligations other than Licensed Patent Rights are sublicensed or granted by Licensee, including, without limitation, pursuant to Other License Agreements, that that: portion of the consideration received by Licensee and subject to this Section 4.1 shall be equitably apportioned between the Licensed Patent Rights and those other rights and obligations, and such apportionment shall be reasonable and in accordance with customary standards in the industry. Licensee shall promptly deliver to TSRI a written report setting forth such apportionment. In the event TSRI disagrees with the determination made by Licensee, TSRI shall so notify Licensee within [***] thirty (30) days of receipt of Licensee’s report and the parties shall meet to discuss and resolve such disagreement in good faith. If the parties are unable to agree in good faith as to such fair market values within thirty (30) [***] days, then the matter shall be submitted in accordance with the dispute resolution process set forth in Section 14.9. Notwithstanding the foregoing, with respect to any sublicense agreement, the parties agree that the percentage of “Sublicense Revenues” attributable to such sublicense agreement is not cumulative across Other License Agreements, regardless of the number of Other License Agreements that are applicable to such sublicense agreement, and regardless of whether sublicenses are granted under more than one Other License Agreement.

Sublicense Payments. Any and all revenues, equity interests and other consideration paid to Licensee in consideration of the grant to a third party of a sublicense to the Licensed Patent Rights and/or Licensed Biological Materials to any Sublicensee that is not an Affiliate of Licensee (collectively “Sublicense Revenues”) shall be reported and paid to TSRI by Licensee on a quarterly basis within sixty (60) days of the end of the applicable quarter in which such Sublicense Revenues are received by Licensee. Notwithstanding the foregoing, all royalties based upon transfers or sales of Licensed Products or Licensed Processes, payments for or reimbursement for costs for research and development (to the extent itemized in the sublicense agreement), payments for or reimbursements for costs for patent prosecution, defense, enforcement and maintenance, and payments for equity and debt securities, so long as said payments reflect the current fair market value, and not a premium thereon, shall be excluded from Sublicense Revenues. Any non-cash Sublicense Revenues received by Licensee from a Sublicensee or other third party shall be valued at its fair market value as of the date of receipt, as determined in good faith by Licensee. Licensee shall pay to TSRI a non-creditable, non-refundable percentage of these Sublicense Revenues according to the following schedule (“Sublicense Payments”): Sublicense Revenues received by Licensee(on a cumulative basis) Percent of Sublicense Revenues payable to TSRI Up to $[***] [***] * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission $[***] [***] More than $[***] [***] Any milestone payment that Licensee makes to TSRI under Section 4.4 below upon achievement of a given milestone event by a Sublicensee would be credited against any payment due under this Section 4.1 only with respect to Sublicense Revenues received in connection with achievement of the same milestone event. To the extent that patent rights, other intellectual property rights or other rights or obligations other than Licensed Patent Rights are sublicensed or granted by Licensee, including, without limitation, pursuant to Other License Agreements, that portion of the consideration received by Licensee and subject to this Section 4.1 shall be equitably apportioned between the Licensed Patent Rights and those other rights and obligations, and such apportionment shall be reasonable and in accordance with customary standards in the industry. Licensee shall promptly deliver to TSRI a written report setting forth such apportionment. In the event TSRI disagrees with the determination made by Licensee, TSRI shall so notify Licensee within [***] days of receipt of Licensee’s report and the parties shall meet to discuss and resolve such disagreement in good faith. If the parties are unable to agree in good faith as to such fair market values within thirty (30) days, then the matter shall be submitted in accordance with the dispute resolution process set forth in Section 14.9. Notwithstanding the foregoing, with respect to any sublicense agreement, the parties agree that the percentage of “Sublicense Revenues” attributable to such sublicense agreement is not cumulative across Other License Agreements, regardless of the number of Other License Agreements that are applicable to such sublicense agreement, and regardless of whether sublicenses are granted under more than one Other License Agreement.