Common use of Sublicense Clause in Contracts

Sublicense. 2.2.1 Licensee may grant written, nonexclusive Sublicenses to third parties. Any agreement granting a Sublicense shall state that the Sublicense is subject to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 above, Licensee shall pay to UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products sold by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, or other payments in consideration for any rights granted under a Sublicense, and such payments are not based directly upon the amount or value of Licensed Products sold by the Sublicensee, then: (i) If such Sublicense occurs within one year of the Effective date Licensee shall pay UFRF thirty five percent (35%) of such payments; (ii) Twenty five percent (25%) of such payments if Sublicense occurs after one year but less than two years from the Effective Date; or (iii) fifteen percent (15%) if Sublicense occurs after two years from the Effective Date, all of which shall be paid in the manner specified in Section 4.5. Licensee shall not receive from Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF whose permission shall not be unreasonably withheld. 2.2.3 Licensee shall provide UFRF with a copy of each sublicense agreement within thirty (30) days prior to the execution of the sublicense agreement.

Sublicense. 2.2.1 Licensee may grant written, nonexclusive Sublicenses to third parties. Any agreement granting a Sublicense shall state that the Sublicense is subject to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee.. This right is subject to the requirement that any sublicense is subject to the HHS Inter-Institutional Agreement attached as Appendix A. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 above, Licensee shall pay to UFRF FSURF an amount equal to what Licensee would have been required to pay to UFRF FSURF had Licensee sold the amount of Licensed Products or Licensed Processes sold by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, or other payments in consideration for any rights granted under a Sublicense, and such payments are not based directly upon the amount or value of Licensed Products or Licensed Processes sold by the Sublicensee, then: (i) If such Sublicense occurs within one year of the Effective date then Licensee shall pay UFRF thirty five percent (35%) of such payments; (ii) Twenty five percent (25%) FSURF an amount equal to [***] of such payments if for any Sublicense occurs after one year but less than entered into during the first two years from the Effective Date; or (iii) fifteen percent (15%) if Sublicense occurs after two years from following the Effective Date, all and an amount equal to [***] of which shall be paid such payments for a Sublicense entered into thereafter, of such payments in the manner specified in Section 4.54. Licensee shall not receive from Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF whose permission shall not be unreasonably withheldFSURF. 2.2.3 Licensee shall provide UFRF FSURF with a an unredacted copy of each sublicense agreement within and any agreement which transfers intellectual property rights granted hereunder, at least thirty (30) days prior to the execution of the sublicense agreementagreement and a fully executed version within thirty (30) days of execution. 2.2.4 In the event that FSURF notifies Licensee in writing of a third party’s interest in a field of use which Licensee is not addressing at the time of receipt of the notice, Licensee shall respond to FSURF in writing within thirty (30) days of receipt of such notice to inform FSURF whether Licensee intends to pursue the Field of Use. If in such response, Licensee elects to forego the Field of Use, FSURF may terminate the Licensee’s license in said field and negotiate and execute said license directly.

Sublicense. 2.2.1 Licensee may grant written, nonexclusive Sublicenses written sublicenses to third partiesparties or Affiliates described in clauses (a)-(c) of Section 1.5. Any agreement granting a Sublicense sublicense shall state require that the Sublicense is subject to Sublicensee comply with the termination terms and provisions of Sections 5.2, 6.1-6.2, 12, 13, 14.3, 14.5 and 14.6 of this Agreement. The grant of a sublicense will not relieve Licensee of any of its obligations under this Agreement and Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. 2.2.2 In respect to Sublicenses sublicenses granted by Licensee under 2.2.1 above, Licensee shall pay to UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products and/or Licensed Processes sold by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, or other payments in consideration for any rights [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. granted under a Sublicensesublicense, and such payments are not based directly upon the amount or value of Licensed Products and/or Licensed Processes sold by the Sublicensee, then: (i) If if such Sublicense sublicense occurs within one year of the Effective date Licensee shall pay UFRF thirty five percent (35%) of such payments; (ii) Twenty five percent (25%) of such payments if Sublicense sublicense occurs after one year but less than two years from the Effective Date; or (iii) fifteen percent (15%) if Sublicense sublicense occurs after two years from the Effective Date, all of which shall be paid in the manner specified in Section 4.5; provided, that this Section 2.2.2 shall not apply to: (1) equity investments in Licensee by a Sublicensee up to the amount of the fair market value of the equity purchased on the date of the investment; (2) loan proceeds paid to Licensee by a Sublicensee in full recourse debt financing; (3) sponsored research funding for future research paid to Licensee by a Sublicensee in a bona fide transaction; or (4) payments directly attributable to supplying goods (at no more than actual manufacturing cost) or services (at no more than actual direct labor and out-of-pocket costs to Licensee) to such Sublicensee to enable their practice of such sublicense. Licensee shall not receive from Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense sublicense under this Agreement without the express prior written permission of UFRF whose permission shall not be unreasonably withheld. 2.2.3 Licensee shall provide UFRF with a copy of each sublicense agreement within thirty (30) days prior to after the execution of the sublicense agreement. UFRF’s receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of UFRF or obligation of Licensee under this Agreement.” 2.2.4 In the event the license granted to Licensee under Section 2.1 terminates for any reason, any sublicense granted by Licensee shall survive, provided that the Sublicensee (a) is not in breach of its sublicense at the time the license granted to Licensee under Section 2.1 is terminated; and (b) agrees in writing that: (i) UFRF is entitled to enforce all relevant provisions of such sublicense agreement directly against such Sublicensee; and (ii) UFRF shall not assume, and shall not be responsible to such Sublicensee for, any representations, warranties or obligations of Licensee to such Sublicensee, other than to permit such Sublicensee to exercise any rights to Licensed Patents that are sublicensed under such sublicense agreement in a manner consistent with the terms and conditions set forth in this Agreement.”

Sublicense. 2.2.1 Licensee may grant written, nonexclusive Sublicenses PANAX shall have the right to sublicense any or all of the Licensed Rights to third partiesparties (each, a "Sublicensee") pursuant to the terms of this Agreement. If PANAX sublicenses to a Sublicensee under this Agreement, PANAX shall remain primarily liable to ALW PARTNERSHIP for all of the duties and obligations of PANAX contained in this Agreement and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by PANAX shall be deemed to be a breach by PANAX of this Agreement. PANAX shall deliver to ALW PARTNERSHIP a copy of any sublicense agreement, promptly upon execution. Any sublicense agreement granting a Sublicense shall state provide that the Sublicense Sublicensee is prohibited from further sublicensing without the express written approval of ALW PARTNERSHIP and shall acknowledge that the Sublicensee is subject to the termination terms and conditions of the LICENSED RIGHTS granted to PANAX pursuant to this Agreement and assumes all of PANAX's obligations under this Agreement with the exception of clauses 3.A., 5, 7 and 20.K. hereof, and agrees to pay any royalties or other fees or costs required to be paid under any sublicensing or other agreement. In no event shall any independent dealer or distributor of PANAX or an Affiliate be considered a Sublicensee. In the event that PANAX shall receive a fixed payment, i.e., a payment not calculated on Net Sales, from a Sublicensee for the Licensed Rights, ALW PARTNERSHIP shall receive 50% of such amount and PANAX shall receive 50% of such amount. For all other Royalties paid by any Sublicensee for the sale of Products and Improvements under this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 above, Licensee shall pay to UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products sold including minimum annual royalties paid by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, or other ALW PARTNERSHIP shall participate in such royalty payments in consideration for any rights granted under a Sublicense, and such payments are not based directly upon according to the amount or value of Licensed Products sold by the Sublicensee, then: (i) If such Sublicense occurs within one year of the Effective date Licensee shall pay UFRF thirty five percent (35%) of such payments; (ii) Twenty five percent (25%) of such payments if Sublicense occurs after one year but less than two years from the Effective Date; or (iii) fifteen percent (15%) if Sublicense occurs after two years from the Effective Date, all of which shall be paid in the manner specified schedule set forth in Section 4.5. Licensee shall not receive from Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF whose permission shall not be unreasonably withheld. 2.2.3 Licensee shall provide UFRF with a copy of each sublicense agreement within thirty (30) days prior to the execution of the sublicense agreement.9.C.

Sublicense. 2.2.1 2.2.1. Licensee may grant written, nonexclusive Sublicenses to third parties. Any agreement granting a Sublicense shall state that the Sublicense is subject to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. 2.2.2 2.2.2. In respect to Sublicenses granted by Licensee under 2.2.1 aboveSection 2.2.1, Licensee shall pay to UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products sold by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, or other payments in consideration for any rights granted under a Sublicense, and such payments are not based directly upon the amount or value of Licensed Products sold by the Sublicensee, then: (i) If such Sublicense occurs within one year of the Effective date Licensee shall pay UFRF thirty five percent (35%) a percentage of such payments; . Licensee shall be permitted to deduct from such payments received from Sublicensees any Development Costs that are incurred by Licensee. Licensee shall pay UFRF a percentage of the net amount remaining after such deduction according to the formula below and in the manner specified in Section 3.6. (iia) Twenty five percent UFRF, will receive Twenty-Five Percent (25%) of such payments if Sublicense occurs after one year but less than two years from the Effective Date; or net amount received by Licensee is tip to Five Hundred Thousand Dollars (iii$500,000); (b) fifteen percent UFRF will receive Thirty Percent (1530%) of payments received by Licensee if Sublicense occurs after two years from the Effective Date, all net amount received is in excess of which shall be paid Five Hundred Thousand Dollars ($500,000) and does not exceed One Million Dollars ($1,000,000); (c) UFRF will receive Thirty-Five Percent (35%) of payments received by Licensee if the net amount received is in excess of One Million Dollars ($1,000,000) and does not exceed Ten Million Dollars ($10,000,000); and (d) UFRF will receive Fifty Percent (50%) of payments received by Licensee if the manner specified net amount received is in Section 4.5excess of Ten Million Dollars ($10,000,000). Licensee shall not receive from Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF whose permission shall not be unreasonably withheldUFRF. 2.2.3 2.2.3. Licensee shall provide agrees to forward to UFRF with a copy of each fully executed sublicense agreement postmarked within thirty (30) days prior to of the execution of the sublicense such agreement.