Sublicense Revenue definition
Sublicense Revenue means [***].
Sublicense Revenue means all cash payments, the fair market cash value of any equity consideration (less any amounts paid for such equity consideration), and forgivable loans (to the extent actually forgiven) received by Licensee or its Affiliates in consideration for and directly attributable to the grant of a sublicense under the CareFusion Patents, including any upfront payments, license maintenance fees, milestone payments or the like. Sublicense Revenue will not include: (a) bona fide, non-forgivable loans (and forgivable loans unless and until forgiven); or (b) running royalties based upon sales of a Licensed Product. Any payments received by Licensee from a Sublicensee for equity in Licensee shall be deemed to be Sublicense Revenue to the extent that the Sublicensee’s payments for such equity exceeds the fair market value of such equity on the date that the obligation to make such payments are received by Licensee arises.
Sublicense Revenue means any payments that (1) with respect to Alnylam, Alnylam receives from a sublicensee in consideration of a Naked Sublicense or a sublicense granted by Alnylam as permitted by Section 5.2(b), or (2) with respect to Isis, Isis receives from a sublicensee in consideration of a sublicense to further the research, development or commercialization of an Isis Single Stranded RNAi Product, in each case including, but not limited to, license fees, royalties, milestone payments, and license maintenance fees, but excluding: (i) payments made in consideration of equity or debt securities of the applicable Party at fair market value and (ii) payments specifically committed to reimburse the applicable Party for the fully-burdened cost of research and development. If a Party receives any non-cash Sublicense Revenue, such Party will pay the other Party, at the election of the Party who is entitled to receive Sublicense Revenue payment, either (x) a cash payment equal to the fair market value of the appropriate percentage of the Sublicense Revenue or (y) the in-kind portion, if practicable, of the Sublicense Revenue.
Examples of Sublicense Revenue in a sentence
Following the giving of such notice, Licensee will pay to CSMC the Royalties and Non-Royalty Sublicense Revenue due hereunder at the rate of two times the applicable rate during the pendency of such action.
Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined.
During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue.
Licensee shall pay all Royalties and Non-Royalty Sublicense Revenue directly to CSMC and shall not pay royalties into any escrow or other similar account, including in the event of a validity or non-infringement challenge to the Patent Rights.
A service charge of two percent (2%) per month, not to exceed the maximum rate allowed by applicable law, shall be payable by Licensee on any portion of Licensee’s outstanding Royalty or Non-Royalty Sublicense Revenue balance or any other amount payable by Licensee hereunder (including, without limitation, reimbursement for Prosecution costs as set forth in Section 4.1 hereof) that is not paid to CSMC within thirty (30) days past the due date.
More Definitions of Sublicense Revenue
Sublicense Revenue means all amounts and/or all other consideration (including any debt and/or equity securities or instruments) received by Licensee from its Sublicensee's in consideration for the granting of a sublicense to the Licensed Patents. In the case where the Licensed Patents are sublicensed by Licensee, Sublicense Revenue specifically excludes payments made to Licensee by its Sublicensees for bona fide research *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. and/or development funding, or those specified payments made in consideration for the licensing or sublicensing of Licensee's own intellectual property or third party intellectual property for which Licensee has rights to sublicenses (but not including any intellectual property rights granted to Licensee hereunder).
Sublicense Revenue means any payments or other consideration that CTI actually receives from a Sublicensee as consideration for the grant of a Sublicense, including, without limitation, milestone payments, license fees, license maintenance fees and equity. Sublicense Revenue excludes (i) purchases of equity or debt of TGTX, (ii) payments made for GTX’s performance of any research, Development, or Commercialization of any Licensed Product, (iii) (b) royalties on Net Sales (or, in the case of a profit sharing deal structure, shares of net profits) which are covered in Section 5.9, and (iv) any payment or reimbursement of any costs or expenses incurred by TGTX for filing, prosecution, maintenance, or defense of any DFCI Patents. In the event such consideration received from a Sublicensee is not cash, Sublicense Revenue shall be calculated by TGTX based on the fair market value of such consideration, at the time of the transaction, assuming an arm’s length transaction made in the odinary course of business.
Sublicense Revenue means all payments received by KaloBios from a sublicensee in consideration for a grant of a sublicense under LICR’s Patent Rights and Know- How, including all upfront fees, license fees, milestone payments and royalties, but excluding all payments received as: (a) support for research and development activities; (b) a loan from such sublicensee; (c) an equity investment by such sublicensee (but solely to the extent such investment is at the fair market value of KaloBios’ stock); or (d) reimbursement of patent expenses.
Sublicense Revenue means all revenues and other consideration paid to Licensee or to an Affiliate in consideration of the grant of rights that includes a sublicense to the Licensed Patent Rights, Licensed Know-How, Licensed Product, Know-How Product or Option Product that is covered by the Licensed Patent Rights, or the grant of distribution or marketing rights to a Licensed Product, Know-How Product or Option Product that is covered by the Licensed Patent Rights. For clarity, if Licensee receives from a distributor (a) monies from Licensee’s sale of Products to such distributor, and (b) a fee or other monies for the grant of exclusive or other preferential distribution rights to such distributor, the fee or other monies received under subclause (b) above shall be deemed Sublicense Revenue subject to Sublicense Payments to TSRI under Section 4.6 below, and the monies received by Licensee under subclause (a) above shall be subject to the payment of Royalties to TSRI pursuant to Section 4.4 below. For further clarity, if the only monies Licensee receives from a distributor with respect to Products is a percentage of the distributor’s sales of such Products, or the distributor sells the Products and keeps a percentage of such sales and remits the remaining sale proceeds to Licensee, all such monies received by Licensee, in either case, shall be deemed Sublicense Revenue and subject to Sublicense Payments to TSRI under Section 4.6 below. Without limiting the generality of the foregoing, Sublicense Revenues shall include without limitation all upfront fees, license fees, milestone payments, technology access fees, premiums above the fair market value on sales of debt or equity securities of Licensee or an Affiliate, annual maintenance fees, and any other payments by a third party in exchange for rights to distribute, market or sell Licensed Products, Know-How Products or Option Products. Sublicense Revenues include amounts received from a Sublicensee under the terms of the agreement in which the sublicense is granted and under the terms of other agreements entered into between Licensee and Sublicensee as part of the same transaction as the agreement that includes the grant of the sublicense. However, Sublicense Revenues shall exclude: (i) royalties on a Sublicensee’s sales of Licensed Product, Know-How Product or Option Product, (ii) payments for debt or equity securities of Licensee or of an Affiliate that are at or below the fair market value of such securities as of the date o...
Sublicense Revenue means all payments received by LICENSEE and its Affiliates pursuant to each Sublicense, including, without limitation, up-front fees, milestone payments, and license maintenance fees. Notwithstanding the foregoing, running royalties received by LICENSEE or its Affiliates that are calculated as a percentage of Sublicensee's Net Sales are not included in Sublicense Revenue.
Sublicense Revenue means all payments directly or indirectly by or on behalf of a Sublicensee to Salix or its Affiliates relating to, or resulting from, in either case directly or indirectly, an arrangement respecting any one or more of a Sublicense or Compound or Product or sales thereof, including (a) all upfront and other payments payable to Salix upon execution of a Sublicense with a Sublicensee in respect of Salix’s rights hereunder; (b) all development, regulatory, commercialization or other milestone payments for milestones under any such Sublicense; (c) all license maintenance fees under any such Sublicense; (d) all payments to Salix for the supply of Products; (e) all payments to Salix under any such Sublicense for the reimbursement of research and development costs incurred by Salix; (f) the fair market value of any equity securities issued in respect of any such Sublicense to Salix that exceeds any amount paid by Salix for such securities; (g) the amount by which any amount paid by a Sublicensee to Salix for equity securities issued to such Sublicensee in respect of any such Sublicense exceeds the fair market value of such equity securities; (h) all royalties, profit share payments and other payments based on the sales of Products; and (i) the fair market value of any other form of consideration paid to Salix by a Sublicensee for a Sublicense granted by Salix pursuant to this Agreement, but excluding in all cases Salix COGs to procure or Manufacture Products for which payments under clause (d) above are made to Salix and Salix’s actual cost to perform activities in and specifically for the sublicensed territory for which payments under clause (e) above are made to Salix. The amount of Sublicense Revenue for any Quarter shall be reduced by any amount of Sublicense Revenue previously received by Salix that Salix is required to return or refund to the payor thereof during such Quarter.
Sublicense Revenue shall have the meaning set forth in Section 4.9 of the License Agreement.