Sublicensee Payments means any payments received by Licensee from a Sublicensee (whether in the form of cash, Fair Market Value of cash equivalents or Fair Market Value of securities of Sublicensee or any other third party) in consideration of permitting the Sublicensee to practice the Patent Rights licensed to Licensee hereunder, including but not limited to sublicense issue fees, any lump sum payments, milestone payments, technology transfer payments or other similar fees; provided, however, that Sublicensee Payments shall not include any
(i) royalty or profit-sharing payments; provided further, however, that Sublicensee Payments shall include profit-sharing payments if Licensee receives royalty payments based on Net Sales of Licensed Products in addition to profit-sharing payments from a Sublicensee in a contractual arrangement with such Sublicensee, (ii) reimbursement of patent prosecution expenses that have not been recovered prior to the sublicense, (iii) funded research arrangements after the Effective Date of this Agreement (including without limitation any amounts received by Licensee from PVS), (iv) amounts received by Licensee for the Fair Market Value of the sale of its equity securities to Sublicensee, or (5) the attributed value of any cross-license granted by a Sublicensee to Licensee to the extent such cross-license provides Licensee with freedom to operate with respect to a Licensed Product or Licensed Process (but not excluding any monetary consideration actually received from such Sublicensee on account of such cross-license).
Sublicensee Payments means any and all consideration of any kind received by Codiak from a Sublicensee pursuant to a sublicense, including without limitation any option fee, upfront and milestone payments related to the development of a Licensed Product, but excluding any payments (i) based on net sales of the Licensed Product such as sales milestone payments and royalty payments, (ii) for research or development related to a Licensed Product to the extent that such payments correspond to the actual costs incurred by Codiak after the execution of the sublicense, without xxxx up (to the extent such payments exceed such actual costs, the excess shall be included in Sublicensee Payments) and (iii) for equity to the extent not in excess of the then-current fair market value for such equity (to the extent payment for such equity exceed such fair market value, the excess shall be included in Sublicensee Payments).
Sublicensee Payments means any remuneration other than royalties received by Licensee from a Sublicensee including, without limitation, all milestone payments, exclusivity payments, sublicensing fees and upfront licensing fees, and regardless of the form (except for any royalty payments) including, without limitation, cash, equity and the fair market value (on the date of receipt) of any non-cash and non-equity consideration, other than payments of Net Sales for which a royalty payment is made to Northwestern pursuant to Section 5.1, but excluding any amounts attributable to reimbursement to Licensee for its research, development, manufacturing or patent expenses, and any amounts attributable to the fair market value of any equity or debt interest granted by Licensee to any Sublicensee.
Examples of Sublicensee Payments in a sentence
In the event Licensee has granted sublicenses under this Agreement, Licensee shall pay to CMCC the relevant percentage as set forth below of Sublicensee Payments: (i) [* * *] of Sublicensee Payments received by Licensee any time prior to [* * *]; and (ii) [* * *] of Sublicensee Payments received by Licensee any time after [* * *].
In the event the Sublicensee Payments are paid to Licensee in stock or a combination of cash and stock, the Sublicensee Payments owed to Northwestern shall be determined in the same distributable proportions of cash and stock as received by Licensee.
Any upfront fees paid to Licensee as part of such a sublicense shall be shared between Licensee and CMCC in accordance with the terms of ARTICLE IV, Paragraph C as if they were Sublicensee Payments under this Agreement.
Licensee shall remit to Northwestern its share of Sublicensee Payments within forty-five (45) days of receipt from a Sublicensee.
Xxxxxx Xxxxx shall bear the cost of any audit of the Sub-licensee Payments, unless such audit discloses a variance of more than 5% from the amount of the Sub-licensee Payments due to Xxxxxx Xxxxx under Section 6.5. In the case of a variance of more than 5%, the audited party shall bear the full cost of such audit.
More Definitions of Sublicensee Payments
Sublicensee Payments. Sublicensee Payments" means all monies or other consideration received by Xxxxx Xxxxxx from any sublicensees for use of the Technology.
Sublicensee Payments means all monies or other consideration received by Cove from any sublicensees for use of the Technology.
Sublicensee Payments means all moneys or other consideration received by Temptop from any sublicensees for use of the Technology.
Sublicensee Payments means any remuneration other than royalties received by Licensee from a Sublicensee including, without limitation, all milestone payments, exclusivity payments, sublicensing fees and upfront licensing fees, and regardless of the form (except for any royalty payments) including, without limitation, cash, equity and the fair market value (on the date of receipt) of any non-cash and non-equity consideration, other than payments of Net Sales for which a royalty payment is made to Northwestern pursuant to Section 5.1, but excluding any amounts attributable to reimbursement to Licensee THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. for its research, development, manufacturing or patent expenses, and any amounts attributable to the fair market value of any equity or debt interest granted by Licensee to any Sublicensee.
Sublicensee Payments means the payments due to D&M from its licensees under the D&M LICENSES for use of MONSANTO TECHNOLOGY.
Sublicensee Payments means all cash payments received by VistaGen directly in connection with a sublicense to Sublicensees and/or investors of rights hereunder relating to Biological Assays or Screening Systems, including, but not limited to license or sublicense fees, option fees, technology access fees, milestone payments and royalties for the sale of products or services using Patent Rights or Licensed Technology. For the sake of clarity, 'Sublicensee Payments' shall not include any bona fide research and development funding or any payments received by VistaGen from a Sublicensee and/or investor in exchange for issuance of shares of VistaGen's capital stock or options to purchase shares of VistaGen's capital stock or other securities convertible into or exercisable for shares of VistaGen's capital stock, provided that the net proceeds of any such payments for stock or options in excess of the market value for such stock or options at the time such stock is issued or such options are granted shall be included in Sublicensee Payments if the payments arc part of an agreement related to research or development related to Biological Assays or Screening Systems. National Jewish and VistaGen agree to negotiate in good faith an equitable pro-rata portion of such proceeds in excess of market value to be included as Sublicensee Fees provided that such agreement with a Sublicensee and/or investor is related to research and development of technology other than Biological Assays and Screening Systems using Patent Rights and Licensed Technology."
Sublicensee Payments shall have the meaning set forth in Section 4.3(b).