Sublicensing Consideration. In consideration of Licensee's right to sublicense under Section 5.1 of this Agreement, Licensee shall pay to Foundation the following nonrefundable, non-recoverable and non-creditable amounts.
Sublicensing Consideration. In addition to the running royalty payments due on Net Sales by any Sublicensee pursuant to Subsection A3.3 of this Exhibit A, Company shall pay to University a percentage of all Sublicensing Consideration received for a Sublicense according to the schedule below. [* * *] For the avoidance of doubt, any failure by Company to pay University an amount under this Section A3.8 which is actively being disputed pursuant to Article 29 shall not be deemed a breach or default by Company of its obligations under this Agreement.
A3.8.1. [* * *]:
A3.8.1.1. [* * *];
A3.8.1.2. [* * *];
A3.8.1.3. [* * *];
A3.8.1.4. [* * *].
Sublicensing Consideration. Within 30 days of the end of each calendar quarter during the term of this Agreement, Company shall pay to University [XXX] of any Sublicensing Consideration received by Company during such calendar quarter unless reduced by achievement of milestones by Company or its Sublicensee prior to execution of the particular Sublicense in accordance with the schedule below. A reduction of the percentage of Sublicensing Consideration payable to University under this Agreement will be negotiated in good faith between the Parties where, in addition to the Sublicense of any rights granted to Company hereunder, Company also grants Sublicensee a license under a Third Party’s intellectual property rights, which license is necessary for Sublicensee to manufacture, have manufactured, use, offer to sell or sell, offer to lease or lease, import, or otherwise offer to dispose or dispose of Licensed Product(s) without infringing such Third Party’s intellectual property rights, and only to the extent that the total aggregate consideration for such combined license is treated as Sublicensing Consideration.
Sublicensing Consideration. In addition to the running royalty payments due on Net Sales by any Sublicensee pursuant to Subsection A3.3 of this Exhibit A, Company shall pay to University a percentage of all Sublicensing Consideration received for a Sublicense according to the schedule below. [* * *] For the avoidance of doubt, any failure by Company to pay University an amount under this Section A3.8 which is actively being disputed pursuant to Article 29 shall not be deemed a breach or default by Company of its obligations under this Agreement. [* * *]
Sublicensing Consideration. In addition to the running royalty payments due pursuant to subsection A3.3 of this Exhibit A on the Net Sales by any Sublicensee, Company will pay to University a percentage of all Sublicensing Consideration, depending upon the milestones achieved in developing Licensed Products at time of execution of Sublicense according to the schedule below. The Sublicensing Consideration fee shall be due [***] days after Sublicensing Consideration is received by Company from Sublicensee. Sublicensing Consideration shall be fully creditable against milestone payments due to University based upon activities of the same Sublicensee from which Sublicensing Consideration was received.
A3.10.1. [***] of all Sublicensing Consideration except where additional milestones have been achieved by Company at time of execution of Sublicense as follows:
A3.10.2. [***] of all Sublicensing Consideration where University has been notified pursuant to section A2.1 above that [***]; or
A3.10.3. [***] of all Sublicensing Consideration if [***]; or
A3.10.4. [***] of all Sublicensing Consideration if [***]; or
A3.10.5. [***] of all Sublicensing Consideration if [***].
Sublicensing Consideration. (a) Subject to the other terms hereof, Licensee shall pay to Licensor a share of the cash value of compensation as and when received by Licensor to the extent attributable to the grant of a sublicense of the rights granted by Licensor to Licensee under this Agreement, including all sublicensing income, licensing fees, milestone payments, patent infringement damage awards, equity investments in Licensee or its Affiliate(s) to the extent such investments exceed [ * ] of Fair Market Value (as defined below), and any other sublicensing revenue other than Excluded Payments (in the aggregate, “Attributed Income”). Such Attributed Income shall not include the following (“Excluded Payments”): payments received from Sublicensee(s) for royalties on sales of Licensed Products; payments received for debt financing; payments for equity investments at or below [ * ] of Fair Market Value; payments or other consideration for research contracts or development, sales and/or marketing activities; reimbursement for patent costs; and milestones payments payable to Licensee under the sublicense agreement. Licensee will provide relevant information in its possession regarding exclusions from sublicense consideration to the extent such information is not the confidential information of a Third Party. All such information shall be treated as the Confidential Information of Licensee.
(b) In the event that equity in lieu of cash or other consideration is received by Licensee in return for granting a sublicense, Licensee shall either arrange for Licensor’s share of such equity to be issued directly to Licensor and in the name of “Karagen Pharmaceuticals”, if permitted and commercially reasonable, or Licensee shall pay in cash to Licensor the Fair Market Value (as defined below) of Licensor’s share of such equity. The term “Fair Market Value” shall mean (i) if the stock is publicly traded, the average closing price at which the stock in question is publicly traded at for [ * ] trading days prior to the execution of the sublicense agreement, or (ii) if the stock is not publicly traded, the value of such stock shall be (x) the price of the stock during the most recent round of financing, provided the round shall have been completed not more than [ * ] months prior, or (y) if there has not been a round in the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to ...
Sublicensing Consideration. The Parties hereby acknowledge that Solid has achieved Milestone [**] as set forth in Section A.2. of Exhibit A to the Agreement, which will result in Solid paying to University [**] of the Sublicensing Consideration received by Solid from the Transaction. Notwithstanding the foregoing, and notwithstanding Section 6.1 and Exhibit A of the Agreement, the Parties hereby agree that, solely in the event that Solid and Collaborator consummate the Transaction within [**] after the date of this Amendment, Solid shall pay University $[**] solely in lieu of the [**] of Sublicensing Consideration due to University from the upfront consideration received by Solid from Collaborator at the time the Transaction is executed or substantially contemporaneously therewith, including any premium over Fair Market Value received by Solid from Collaborator on any sale and issuance of Solid’s common stock in connection with the execution of the Transaction. All other payments due to University in respect of Sublicensing Consideration from the Transaction shall be payable as set forth in the Agreement and due according to Section 6.1 of the Agreement and Section A3.7 of Exhibit A of the Agreement.
Sublicensing Consideration. Within [***] days of the end of every [***] (ie. [***] per [***] ) during the term of this Agreement, Company shall pay to University a percentage of all Sublicensing Consideration received by Company during such calendar quarter as set out below. A reduction of the percentage of Sublicensing Consideration payable to University under this Agreement will be negotiated in good faith between the Parties where, in addition to the Sublicense of any rights granted to Company hereunder, Company also grants Sublicensee a license under a Third Party’s intellectual property rights, which license is necessary for Sublicensee to manufacture, have manufactured , use, offer to sell or sell, offer to lease or lease, import, or otherwise offer to dispose or dispose of Licensed Product(s) without infringing such Third Party’s intellectual property rights provided, and only to the extent that the total aggregate consideration for such combined license is treated as Sublicensing Consideration.
A3.5.1. [***] :
A3.5.2. [***] .
A3.5.3. [***] .
A3.5.4. [***] A3.5.5. [***] .
Sublicensing Consideration. In the event a sublicense is granted by LICENSEE hereunder, LICENSEE shall pay to ULRF * of all consideration (other than on Net Sales owed under Section 5.3) received by LICENSEE from the sublicensing of any rights granted under Section 2.1 of the Agreement. Such amounts shall be paid along with the earned royalties under Section 5.3.
Sublicensing Consideration. Within *** days of the end of every *** (ie. *** per *** ) during the term of this Agreement, Company shall pay to University a percentage of all Sublicensing Consideration received by Company during such calendar quarter as set out below. A reduction of the percentage of Sublicensing Consideration payable to University under this Agreement will be negotiated in good faith between the Parties where, in addition to the Sublicense of any rights granted to Company hereunder, Company also grants Sublicensee a license under a Third Party’s intellectual property rights, which license is necessary for Sublicensee to manufacture, have manufactured , use, offer to sell or sell, offer to lease or lease, import, or otherwise offer to dispose or *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. dispose of Licensed Product(s) without infringing such Third Party’s intellectual property rights provided, and only to the extent that the total aggregate consideration for such combined license is treated as Sublicensing Consideration.
A3.5.7. Company and University will negotiate in good faith whether to waive the requirement that the milestone be reached prior to execution to the Sublicense to reduce the percentage due to University where Company provides information satisfactory to University to demonstrate Company is a necessary and integral partner in development of such Licensed Product with Sublicensee, and contributed significantly to meeting the Sublicensing Consideration reducing milestone.