Common use of Sublicensing Income Clause in Contracts

Sublicensing Income. Within **** of receipt of the 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 AskBio pursuant to this Section 4.7 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, then the amount of the payment due to AskBio with respect to such sublicense fee payments shall be calculated by applying the **** sublicensing fee rate to the sublicense fees received by AveXis from such Sublicensee 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 achievement of such milestone, then AveXis would be required to pay to AskBio (a) **** (the amount the Milestone due to AskBio), plus (b) **** of the difference between **** and **** (i.e., an additional ****). ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Sublicensing Income. Within Without limiting the payment obligations set forth in Section 3.1 (Milestone Payments) and Section 3.2 (Royalties), in the event that RBNC enters into a Sublicense Agreement prior to the second anniversary of the Effective Date, then RBNC shall promptly notify AMGEN in writing and RBNC shall pay to AMGEN [**** ] of receipt of the following payments (a) any amounts paid to RBNC 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 such Sublicensee under such Sublicense Agreement in consideration for sublicensing the rights licensed to Sublicensee with respect to RBNC’s GCase program, whether in the form of cash, up-front fees (including any license granted hereunder fees paid in installments), milestone payments and other sales-based payments or distribution otherwise and (b) the fair market value of any Licensed Productother 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 Sublicensee to RBNC that are attributed to the fair market value of 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 excluding ****). In solely to the event AveXis receives any non-cash consideration in accordance with this Section 4.7, AveXis shall pay AskBio **** extent that such payment is at a price equal to or less than one hundred percent (100%) of the fair market value of such non-cash consideration within securities at the date of purchase); and (iv) payment for or reimbursement of patent prosecution, filing and maintenance costs actually incurred by RBNC. The Milestone Payments listed in Section 3.1 (Milestone Payments) that are paid to AMGEN for a Product under this Agreement shall be deductible from Sublicense Income that constitutes [**** following receipt ] owed to RBNC under a Sublicense for such Product in the calculation of 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 AveXis of such non-cash consideration. For avoidance of doubt, the fees shifting compensation otherwise payable to AskBio pursuant to this Section 4.7 shall not apply to ****. In the event AveXis receives **** RBNC from a Sublicensee as a result of such Sublicensee achieving one or more of the Milestone or Sales-Based Milestones, then the amount of the payment due to AskBio Third Party with respect to such sublicense fee payments shall be calculated by applying the **** sublicensing fee rate Product to the sublicense fees received by AveXis from such Sublicensee another product or service 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 which no amounts are payable under this Section 4.3, and the terms of the sublicense agreement between AveXis and such Sublicensee requires such Sublicensee to pay to AveXis **** for the achievement of such milestone, then AveXis would be required to pay to AskBio 3.3 (a) **** (the amount the Milestone due to AskBioSublicensing Income), plus (b) **** of the difference between **** and **** (i.e., an additional ****). ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Sublicensing Income. Within Without limiting the payment obligations set forth in Section 3.1 (Milestone Payments) and Section 3.2 (Royalties), in the event that RBNC enters into a Sublicense Agreement prior to the second anniversary of the Effective Date, then RBNC shall promptly notify AMGEN in writing and RBNC shall pay to AMGEN [**** ] of receipt of the following payments (a) any amounts paid to RBNC 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 such Sublicensee under such Sublicense Agreement in consideration for sublicensing the rights licensed to Sublicensee with respect to RBNC’s CK1d program, whether in the form of cash, up-front fees (including any license granted hereunder fees paid in installments), milestone payments and other sales-based payments or distribution otherwise and (b) the fair market value of any Licensed Productother 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 Sublicensee to RBNC that are attributed to the fair market value of 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 excluding ****). In solely to the event AveXis receives any non-cash consideration in accordance with this Section 4.7, AveXis shall pay AskBio **** extent that such payment is at a price equal to or less than one hundred percent (100%) of the fair market value of such non-cash consideration within securities at the date of purchase); and (iv) payment for or reimbursement of patent prosecution, filing and maintenance costs actually incurred by RBNC. The Milestone Payments listed in Section 3.1 (Milestone Payments) that are paid to AMGEN for a Product under this Agreement shall be deductible from Sublicense Income that constitutes [**** following receipt ] owed to RBNC under a Sublicense for such Product in the calculation of 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 AveXis of such non-cash consideration. For avoidance of doubt, the fees shifting compensation otherwise payable to AskBio pursuant to this Section 4.7 shall not apply to ****. In the event AveXis receives **** RBNC from a Sublicensee as a result of such Sublicensee achieving one or more of the Milestone or Sales-Based Milestones, then the amount of the payment due to AskBio Third Party with respect to such sublicense fee payments shall be calculated by applying the **** sublicensing fee rate Product to the sublicense fees received by AveXis from such Sublicensee another product or service 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 which no amounts are payable under this Section 4.3, and the terms of the sublicense agreement between AveXis and such Sublicensee requires such Sublicensee to pay to AveXis **** for the achievement of such milestone, then AveXis would be required to pay to AskBio 3.3 (a) **** (the amount the Milestone due to AskBioSublicensing Income), plus (b) **** of the difference between **** and **** (i.e., an additional ****). ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.