Common use of Sublicensing Income Clause in Contracts

Sublicensing Income. Upon any sublicense by Genocea of the rights granted to it under Section 3.1 herein, Genocea shall be obligated to pay Isconova [* * *] of the amount equal to (i) any initial, signing or upfront fees received by Genocea from such Sublicensee as consideration for the grant of rights under the sublicense less (ii) the amount included in any such initial, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. signing or upfront fee for reimbursement of actual patent prosecution expenses or funded research and development and less (iii) any payments owed, based on the receipt of such initial, signing or upfront payment, by Genocea to Third Parties under the terms of any agreement in effect as of the Effective Date, For example, if Genocea receives a sublicense fee of an upfront $500,000, including a reimbursement of patent prosecution expenses of $13,000, and Genocea is bound to pay [* * *] of any such sublicense fee to a Third Party, then Isconova will be entitled to sublicensing income of: [* * *] X [* * *]. For clarity, the Parties agree that payments that are due as a direct result of Genocea sublicensing its rights hereunder and that are not dependable on the success or development of products or services based on such sublicensed rights, shall be deemed as “upfront fees” regardless of when payment actually is made (e.g. if Genocea receives a signing fee payable in three installments). As an illustration, the payments pursuant to Sections 6.1 and 6.2 above, if received by Genocea from a Sublicensee, would qualify as upfront payments for the purposes of this Section 6.6.

Sublicensing Income. Upon any sublicense by Genocea Within **** of receipt of the rights following payments by AveXis, AveXis shall pay AskBio, **** of any and all non-Royalty, non-Milestone Payments and non-Sales-Based Milestone Payment consideration attributable to each Licensed Product, including without limitation, any payment due to AveXis in consideration for sublicensing any license granted hereunder or distribution of any Licensed Product, including **** (but excluding ****). In the event AveXis receives any non-cash consideration in accordance with this Section 4.7, AveXis shall pay AskBio **** of the fair market value of such non-cash consideration within **** following receipt by AveXis of such non-cash consideration. For avoidance of doubt, the fees payable to it under AskBio pursuant to this Section 3.1 herein4.7 shall not apply to ****. In the event AveXis receives **** from a Sublicensee as a result of such Sublicensee achieving one or more of the Milestone or Sales-Based Milestones, Genocea then the amount of the payment due to AskBio with respect to such sublicense fee payments shall be obligated calculated by applying the **** sublicensing fee rate to pay Isconova [* * *] of the amount equal to (i) any initial, signing or upfront sublicense fees received by Genocea AveXis from such Sublicensee as consideration for achievement of the applicable Milestone or Sales­ Based Milestones after deducting ****. For clarity and avoidance of doubt, the **** sublicense fee rate shall be applied to the total amount of all sublicense fee payments received by AveXis corresponding to Milestone and Sales­Based Milestone after deducting ****. By way of example, but not limitation, if a Sublicensee achieves the Milestone set forth in Section 4.3, and the terms of the sublicense agreement between AveXis and such Sublicensee requires such Sublicensee to pay to AveXis **** for the grant achievement of rights under the sublicense less such milestone, then AveXis would be required to pay to AskBio (iia) **** (the amount included in any such initialthe Milestone due to AskBio), THIS EXHIBIT plus (b) **** of the difference between **** and **** (i.e., an additional ****). ****CERTAIN INFORMATION HAS BEEN REDACTED OMITTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. signing or upfront fee for reimbursement of actual patent prosecution expenses or funded research and development and less (iii) any payments owed, based on the receipt of such initial, signing or upfront payment, by Genocea to Third Parties under the terms of any agreement in effect as of the Effective Date, For example, if Genocea receives a sublicense fee of an upfront $500,000, including a reimbursement of patent prosecution expenses of $13,000, and Genocea is bound to pay [* * *] of any such sublicense fee to a Third Party, then Isconova will be entitled to sublicensing income of: [* * *] X [* * *]. For clarity, the Parties agree that payments that are due as a direct result of Genocea sublicensing its rights hereunder and that are not dependable on the success or development of products or services based on such sublicensed rights, shall be deemed as “upfront fees” regardless of when payment actually is made (e.g. if Genocea receives a signing fee payable in three installments). As an illustration, the payments pursuant to Sections 6.1 and 6.2 above, if received by Genocea from a Sublicensee, would qualify as upfront payments for the purposes of this Section 6.6CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Sublicensing Income. Upon any sublicense by Genocea of Without limiting the rights granted to it under payment obligations set forth in Section 3.1 herein(Milestone Payments) and Section 3.2 (Royalties), Genocea shall be obligated in the event that RBNC enters into a Sublicense Agreement prior to pay Isconova [* * *] of the amount equal to (i) any initial, signing or upfront fees received by Genocea from such Sublicensee as consideration for the grant of rights under the sublicense less (ii) the amount included in any such initial, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. signing or upfront fee for reimbursement of actual patent prosecution expenses or funded research and development and less (iii) any payments owed, based on the receipt of such initial, signing or upfront payment, by Genocea to Third Parties under the terms of any agreement in effect as second anniversary of the Effective Date, For examplethen RBNC shall promptly notify AMGEN in writing and RBNC shall pay to AMGEN [***] of (a) any amounts paid to RBNC by such Sublicensee under such Sublicense Agreement in consideration for the rights licensed to Sublicensee with respect to RBNC’s CK1d program, if Genocea receives whether in the form of cash, up-front fees (including any fees paid in installments), milestone payments and other sales-based payments or otherwise and (b) the fair market value of any other consideration received by RBNC under such Sublicense Agreement in consideration for the rights licensed to Sublicensee with respect to RBNC’s CK1d program ((a) and (b) collectively, “Sublicense Income” and such amounts payable to Amgen, “Sublicense Consideration”), but in all cases excluding (i) royalties paid to RBNC by any Sublicensee with respect to “net sales” of Products; (ii) any payments by a sublicense fee Sublicensee to RBNC that are attributed to the fair market value of an upfront $500,000, the provision of goods and services by RBNC to such Sublicensee (including research and development funding); (iii) payments for equity or debt securities of or by RBNC (but solely to the extent that such payment is at a price equal to or less than one hundred percent (100%) of the fair market value of such securities at the date of purchase); and (iv) payment for or reimbursement of patent prosecution expenses of $13,000prosecution, filing and Genocea is bound maintenance costs actually incurred by RBNC. The Milestone Payments listed in Section 3.1 (Milestone Payments) that are paid to pay AMGEN for a Product under this Agreement shall be deductible from Sublicense Income that constitutes [* * ***] owed to RBNC under a Sublicense for such Product in the calculation of any such sublicense fee Sublicense Consideration payable in accordance with this Section 3.3. RBNC shall not attempt to reduce compensation rightly due to AMGEN under this Section 3.3 (Sublicensing Income) by shifting compensation otherwise payable to RBNC from a Third Party, then Isconova will be entitled Party with respect to sublicensing income of: [* * *] X [* * *]. For clarity, the Parties agree that payments that Product to another product or service for which no amounts are due as a direct result of Genocea sublicensing its rights hereunder and that are not dependable on the success or development of products or services based on such sublicensed rights, shall be deemed as “upfront fees” regardless of when payment actually is made (e.g. if Genocea receives a signing fee payable in three installments). As an illustration, the payments pursuant to Sections 6.1 and 6.2 above, if received by Genocea from a Sublicensee, would qualify as upfront payments for the purposes of under this Section 6.63.3 (Sublicensing Income).

Sublicensing Income. Upon any sublicense by Genocea of Without limiting the rights granted to it under payment obligations set forth in Section 3.1 herein(Milestone Payments) and Section 3.2 (Royalties), Genocea shall be obligated in the event that RBNC enters into a Sublicense Agreement prior to pay Isconova [* * *] of the amount equal to (i) any initial, signing or upfront fees received by Genocea from such Sublicensee as consideration for the grant of rights under the sublicense less (ii) the amount included in any such initial, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. signing or upfront fee for reimbursement of actual patent prosecution expenses or funded research and development and less (iii) any payments owed, based on the receipt of such initial, signing or upfront payment, by Genocea to Third Parties under the terms of any agreement in effect as second anniversary of the Effective Date, For examplethen RBNC shall promptly notify AMGEN in writing and RBNC shall pay to AMGEN [***] of (a) any amounts paid to RBNC by such Sublicensee under such Sublicense Agreement in consideration for the rights licensed to Sublicensee with respect to RBNC’s GCase program, if Genocea receives whether in the form of cash, up-front fees (including any fees paid in installments), milestone payments and other sales-based payments or otherwise and (b) the fair market value of any other consideration received by RBNC under such Sublicense Agreement in consideration for the rights licensed to Sublicensee with respect to RBNC’s GCase program ((a) and (b) collectively, “Sublicense Income” and such amounts payable to Amgen, “Sublicense Consideration”), but in all cases excluding (i) royalties paid to RBNC by any Sublicensee with respect to “net sales” of Products; (ii) any payments by a sublicense fee Sublicensee to RBNC that are attributed to the fair market value of an upfront $500,000, the provision of goods and services by RBNC to such Sublicensee (including research and development funding); (iii) payments for equity or debt securities of or by RBNC (but solely to the extent that such payment is at a price equal to or less than one hundred percent (100%) of the fair market value of such securities at the date of purchase); and (iv) payment for or reimbursement of patent prosecution expenses of $13,000prosecution, filing and Genocea is bound maintenance costs actually incurred by RBNC. The Milestone Payments listed in Section 3.1 (Milestone Payments) that are paid to pay AMGEN for a Product under this Agreement shall be deductible from Sublicense Income that constitutes [* * ***] owed to RBNC under a Sublicense for such Product in the calculation of any such sublicense fee Sublicense Consideration payable in accordance with this Section 3.3. RBNC shall not attempt to reduce compensation rightly due to AMGEN under this Section 3.3 (Sublicensing Income) by shifting compensation otherwise payable to RBNC from a Third Party, then Isconova will be entitled Party with respect to sublicensing income of: [* * *] X [* * *]. For clarity, the Parties agree that payments that Product to another product or service for which no amounts are due as a direct result of Genocea sublicensing its rights hereunder and that are not dependable on the success or development of products or services based on such sublicensed rights, shall be deemed as “upfront fees” regardless of when payment actually is made (e.g. if Genocea receives a signing fee payable in three installments). As an illustration, the payments pursuant to Sections 6.1 and 6.2 above, if received by Genocea from a Sublicensee, would qualify as upfront payments for the purposes of under this Section 6.63.3 (Sublicensing Income).

Sublicensing Income. Upon any sublicense by Genocea of the rights granted to it under Section 3.1 herein, Genocea shall be obligated to pay Isconova [* * *] of the amount equal to (i) any initial, signing or upfront fees received by Genocea from such Sublicensee as consideration for the grant of rights under the sublicense less (ii) the amount included in any such initial, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. signing or upfront fee for reimbursement of actual patent prosecution expenses or funded research and development and less (iii) any payments owed, based on the receipt of such initial, signing or upfront payment, by Genocea to Third Parties under the terms of any agreement in effect as of the Effective Date, For example, if Genocea receives a sublicense fee of an upfront THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. $500,000, including a reimbursement of patent prosecution expenses of $13,000, and Genocea is bound to pay [* * *] of any such sublicense fee to a Third Party, then Isconova will be entitled to sublicensing income of: [* * *] X [* * *]. For clarity, the Parties agree that payments that are due as a direct result of Genocea sublicensing its rights hereunder and that are not dependable on the success or development of products or services based on such sublicensed rights, shall be deemed as “upfront fees” regardless of when payment actually is made (e.g. if Genocea receives a signing fee payable in three installments). As an illustration, the payments pursuant to Sections 6.1 and 6.2 above, if received by Genocea from a Sublicensee, would qualify as upfront payments for the purposes of this Section 6.6.