Sublicensing Fee. Licensee shall pay MCGRI [*] of any fees or payments or remuneration paid to LICENSEE by a Sublicensee in relation to this License and for rights to all or part of the Licensed Patents (other than research funding, equity, loans or patent costs or fee
Sublicensing Fee. In addition to the amounts owed by NewLink to CIHS pursuant to Section 3.0, 3.1, 3.2, and 3.3 above, if NEWLINK grants a sublicense of its rights hereunder to a Third Party, NEWLINK agrees to pay to CIHS a sublicensing fee of [*] of any [*] and other consideration (other than [*] or [*] on [*], and [*] within [*] of [*]) (collectively, the “Sublicensing Fee”) received by NEWLINK from each Sublicensee in consideration for the grant of a sublicense of the Licensed Patents or development of a Licensed Product.
Sublicensing Fee. Licensee will pay Licensor [__]% of all sublicense fees received by Licensee from sublicenses that are not earned royalties.
Sublicensing Fee. In further partial consideration of the License, Avro shall pay to UHN [***] percent ([***]%) of all Sublicensing Revenue (the “Sublicensing Fee”). Any amounts paid to UHN further to Section 4.2 (License Maintenance/Upfront Fee) and Article 5 (Milestones) shall be creditable by Avro against amounts due to UHN further to this Section 4.6; however, the payments further to Section 4.2 and Article 5 shall not act as a cap on the payments owed further to this Section 4.6. To the extent that patent rights, other intellectual property rights or other rights or obligations other than Licensed Technology are licensed, sublicensed or granted by Avro in addition to the Licensed Technology for which the Sublicensing Revenue is attributable, that portion of the consideration received by Avro and subject to this Section 4.6 shall be equitably apportioned between the Licensed Technology and those other rights and obligations, and such apportionment shall be reasonable and in accordance with customary standards in the industry. Avro shall promptly deliver to UHN a written report setting forth such apportionment. In the event UHN disagrees with the determination made by Avro, UHN shall so notify Avro within [***] of receipt of Avro’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 [***] then (a) the matter shall be submitted in accordance with the dispute resolution process set forth in Article 14, and (b) UHN shall not be entitled to terminate this Agreement until a final determination has been made pursuant to Section 14.3.
Sublicensing Fee. POINT shall pay to the Licensor a [***] percent ([***]%) sublicensing fee (“Sublicensing Fee”) on all payments and revenues (in addition to [***]% of Net Sales) received by POINT in the nature of compensation for the sublicensing of the Product (and/or any associated Licensed Technology), provided that where POINT has made a Sublicensee responsible for all or part of a Milestone Payment, such Milestone Payment will not be considered to form part of POINT’s compensation as aforesaid except to the extent where milestone payments received by POINT from Sublicensee are in excess of the Milestone Payment owed to Licensor, wherein POINT shall pay to Licensor [***] percent ([***]%) of such excess plus such Milestone Payment. POINT shall however be liable for any failure of any of its Sublicensees to make all or part of a Milestone Payment. Notwithstanding the foregoing, this Section 9.5(a) and Sublicensing Fee shall not apply to POINT for sublicenses granted to any POINT Affiliate.
Sublicensing Fee. (a) Licensee shall not enter into negotiations with Sublicensees and shall not enter into any Sublicense Agreement without the written consent of an authorized officer of the Licensor and as otherwise provided in this Agreement.
(b) All revenues generated by Licensee and/or Sublicensees (including First Sublicensee) shall be included in the Revenue calculation. Licensee is not allowed to enter into any side agreement, explicit or implicit, verbal or in writing, with Sublicensee, its affiliates or any third party with a view to circumvent Licensee’s contractual obligations towards Licensor, reduce the amount of Net Revenue or reduce the Earned Royalty (“Side Agreement”). Evidence of a Side Agreement shall be considered an Incurable Material Breach of this Agreement and shall promptly give Licensor the right to terminate this Agreement upon notice, collect any Earned Royalty that would have been due to Licensor but for the Side Agreement, and avail itself of any other remedies at law or equity.
Sublicensing Fee. SCI shall pay to NS an amount equal to [****], that SCI shall receive in respect of its issuance of sublicenses of rights in the New Patent Rights and/or the New Cell Technology (the “Sublicense Receipts”). Notwithstanding the foregoing, SCI shall have no [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Xxxx Xxxxx March 9, 2005 Page 3 obligation to make any payment to NS based on its receipt of funds for equity investments in SCI, loans to SCI, including without limitation loans which are convertible into equity in SCI, or research and development or sponsored research funding, whether or not paid to SCI in connection with such a sublicense, including any product candidate utilizing New Patent Rights and/or the New Cell Technology. In the event SCI enters an agreement with a third party that includes the sublicense of rights in the New Patent Rights and/or the New Cell Technology in combination with the license or sublicense of any other intellectual property, that fraction of the Sublicense Receipts representing the value of such other intellectual property to the total intellectual property so licensed or sublicensed for the purposes of such agreement shall be excluded from the Sublicense Receipts. The determination of said fraction shall be made in good faith by SCI, provided that
(a) SCI shall first furnish NS with a full description of the scope of each such agreement, the specific technology included in such agreement, the fraction SCI believes the New Patent Rights and/or the New Cell Technology constitute of the total intellectual property covered by such agreement, and the rationale used by SCI in the determination of said fraction, and shall then afford NS the opportunity to confer before SCI makes its determination of such fraction. Related information requested by NS and necessary for NS to understand SCI’s proposal as to said fraction shall not be unreasonably withheld by SCI, provided, however, that SCI shall be under no obligation to create or obtain information not in its possession and that any such information, unless otherwise publicly disclosed by SCI, shall be Confidential Information, and
(b) In the event that such a sublicense includes transplantation uses of the New Patent Rights and/or the New Cell Technology, the fraction shall not be less than [****].
Sublicensing Fee. Licensee will pay KSU [ __ ]% of all sublicense fees received by Licensee from sublicenses that are not earned royalties.
Sublicensing Fee. In the event Pharmexa is a party to an agreement or arrangement with any Sublicensee (excluding any Affiliate of Pharmexa) involving research, development, manufacture or commercialization of any Product that includes the grant to such Sublicensee of a sublicense to any Product, Pharmexa agrees to pay to Epimmune a fee representing ***. *** Confidential Treatment Requested
Sublicensing Fee. In addition to the amounts payable under Sections 4.1 and 4.3, TScan shall pay (or cause a Sublicensee to pay) to PHSA an up-front US$[***] sublicensing fee (the “Sublicensing Fee”) for each Sublicense Agreement; provided, however, that where such fee was paid by TScan to PHSA in respect of a particular Sublicensee, such fee shall not be due with respect to any Sublicense Agreement between that Sublicensee and its Affiliates but, for clarity, additional Sublicensing Fees shall be payable by TScan to PHSA in respect of any sub-sublicense by such Sublicensee or its Affiliate to any other Person. For further clarity, any Sublicense Agreement that grants a sublicense under the Licensed Patents to a Third Party and its Affiliates shall be deemed one Sublicense Agreement, with no more than one (1) Sublicensing Fee payable with respect thereto (if any). The Sublicense Fees will be payable to PHSA within [***] following the execution of a Sublicense Agreement. For the purpose of calculating Sublicensing Fees owing by TScan to PHSA, each Affiliate of such Sublicensee shall be deemed to be the same Sublicensee and the grant of a sublicense in accordance with the terms of this Agreement by such Sublicensee to its Affiliate shall not require payment by TScan to PHSA of an additional Sublicensing Fee (beyond that already paid to PHSA in connection with the grant of the sublicense by TScan to the applicable Sublicensee) for so long as such entity remains an Affiliate of the original Sublicensee. If such Person is no longer an Affiliate of such Sublicensee and retains the sublicense to the Licensed Patents, then TScan shall be obligated to pay to PHSA an additional US$[***] Sublicensing Fee in respect of such sublicense to such Person as if it were a new sublicense of the Licensed Patents granted by TScan to such Person unless such Person is an Affiliate of a Person for which a Sublicensing Fee has been (or is concurrently) paid. The Sublicensing Fees will not be creditable against any other payments owing by TScan to PHSA under this Agreement and will not be refundable by PHSA if the Sublicense Agreement giving rise to such Sublicensing Fee.
