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, 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.