Sublicensing Income means income received by Licensee under or on account of sublicenses. Sublicensing Income includes income received from Sublicensees attributable to the licensed Invention in the form of license issue fees, milestone payments, and the like but specifically excludes royalties on the sale or distribution of Licensed Products or the practice of Licensed Methods. Not included in the definition of Sublicensing Income is income received by Licensee as payment or reimbursement for research costs applied to the licensed Invention and conducted by or for Licensee, including costs of materials, equipment or clinical testing.
Sublicensing Income means any and all non-royalty income received by COMPANY or an AFFILIATE in consideration for the sublicensing of any license granted to COMPANY by HOSPITAL hereunder or distribution of any PRODUCT or PROCESS by a SUBLICENSEE or a third party distributor who is not an AFFILIATE or SUBLICENSEE, including but not limited to up front license fees, license issue fees, maintenance fees, payments pertaining to distribution rights, milestone payments or the fair market value of any non-cash consideration, but not including DISTRIBUTOR INCOME or payments that COMPANY receives for direct research and development or for equity investments in, or extensions of credit to COMPANY. Xxxxxxx-MGH License Agreement, Execution Version
Sublicensing Income means income received by Licensee under or on account of Sublicenses. Sublicensing Income includes income received including but not limited to license issue fees, milestone payments, and the like but specifically excludes royalties on the sale or distribution of Licensed Products or the practice of Licensed Methods. If Licensee accepts noncash consideration from its sublicensee, then, at the option of The Regents, Licensee will compensate The Regents with the cash equivalent of such noncash consideration. Not included in the definition of Sublicensing Income is income received by Licensee as payment or reimbursement for research costs conducted by or for Licensee, including costs associated with materials, equipment or clinical testing.
Examples of Sublicensing Income in a sentence
For the purposes of clause 5.1, the Sales revenue or Sublicensing Income payable is assessed as the gross invoiced amount or (where greater in respect of a Sale or Sublicence between Affiliates) the amount which would have been so invoiced had the transaction been on an arm’s length basis.
Within three Business Days of the end of each calendar month, the Licensee must provide to UniServices a written report and statement of amounts payable by the Licensee to UniServices in respect of that Quarter, along with sufficient supporting details to enable UniServices to verify the calculation of those amounts (including details of Sales, Sales revenue, Sublicensing Income and deductions) (Report).
More Definitions of Sublicensing Income
Sublicensing Income means any consideration (including, without limitation, any licensing or optioning fees, or license maintenance fees, or milestone payments, and fair market value of any non-cash consideration) received by, or payable to, Licensee from any Sublicensee, under or on account of a Sublicense. Sublicensing Income excludes earned royalty payments but only to the extent such royalty payments are calculated using the same sales that generated payment of an Earned Royalty to The Regents pursuant to Section 4.3. Sublicensing Income also excludes (a) income received by Licensee as payment or reimbursement for research services rendered after execution of the Sublicense at fair market value conducted by or for Licensee, including costs of materials, equipment or clinical testing to the extent documented, invoiced and actually paid, (b) amounts received by the Licensee as the purchase price, at fair market value, for equity securities (including stock of whatever class or series, and including the purchase price for warrants and the exercise price under such warrants, or as convertible debt, and the like) of the Licensee; and (c) reimbursements to the Licensee of out-of-pocket patent prosecution costs actually incurred by the Licensee (provided amounts received in excess of the Patent Costs Licensee has paid to The Regents pursuant to this Agreement will be treated as Sublicensing Income). For clarity, any amounts received in excess of fair market value (in relation to (a) and (b)) or the amount of costs actually incurred by Licensee (in relation to (c)) will be deemed to constitute Sublicensing Income. The Regents acknowledges Licensee (or its Sublicensees) may enter into agreements or transactions with a Sublicensee at fair market value that are distinct and independent from the Sublicense they separately enter into with such Sublicensee, e.g., debt financing agreement (“Independent Deal”). So long as such Independent Deal does not dilute, divert, conceal or misrepresent the amount of consideration paid to the Licensee (or such Sublicensee) in consideration for a Sublicense, and is not in exchange for any right or license granted in relation to the Patent Rights, The Regents agree consideration received pursuant to such Independent Deal will not constitute Sublicensing Income.
Sublicensing Income includes everything of value received by LICENSEE in consideration for any SUBLICENSE which includes rights to any TECHNOLOGY licensed herein. It is the total amount received, regardless of whether or not the SUBLICENSE includes intellectual property in addition to the licensed TECHNOLOGY, and includes the SUBLICENSE fee, milestone payments, stock or other forms of equity, and the fair value of any services or other compensation received. The following may be excluded from the gross amount received for the SUBLICENSE when calculating SUBLICENSING INCOME:
Sublicensing Income means all consideration and payments, including without limitation, [***]. Notwithstanding the foregoing, Sublicensing Income shall not include amounts such Party receives from a Third Party for the purchase of an equity interest in such Party generally (for clarity, an equity investment that is not solely related to a Compound(s)), [***]. For avoidance of doubt, Sublicensing Income shall also include the [***]. For the purposes of this Section 1.239, “[***]” means the [***].
Sublicensing Income means all consideration (including, without limitation, upfront payments, license fees, milestone payments, the difference for discounted services between the fair market value of such services and the amount actually paid for such discounted services and royalties) received by Coya in consideration for the grant by Coya of a Sublicense to a Sublicensee; provided that Sublicensing Income will not include any such payment received by Coya or any of its Affiliates from any such Sublicensee in return for, as payment or consideration for, or otherwise in respect of: (a) debt, equity, or equity-related rights of Coya or its Affiliate purchased by such Sublicensee, (b) payments to Coya or its Affiliates to the extent such is consideration for the Manufacture and supply of the Product, (c) reimbursement for the performance of services (including Development and Commercialization activities) by Coya or its Affiliate under any such Sublicense, (d) the sale of Coya or its Affiliate or any line of business thereof in whole or in part to a Third Party, (e) payments to Coya or any of its Affiliates to the extent such is for the purpose of funding the costs of Development or Commercialization activities related to the Product performed by or on behalf of Coya or its Affiliates, (f) consideration to the extent for the grant of rights under any intellectual property rights other than ARScience Bio Technology, (g) amounts received with respect to the Exploitation of products other than a Product, (h) any milestone payment made by a Sublicensee to Coya for achievement of substantially the same milestone for which Coya is obligated to make a payment under Section 5.2 (Development Milestone Payments); provided, that any amount received by Coya in respect of such milestone payment in excess of the amount owed by Coya to ARScience Bio upon the achievement of such substantially same milestone shall be treated as Sublicensing Income; or (i) to the extent that a payment not explicitly tied to a Product is made under such Sublicense that grants rights both to one or more Products and one or more other products (e.g., an upfront payment), then a pro rata portion of such payment will be considered Sublicensing Income which pro rata portion will be determined based on the number of products with respect to which rights are granted under such Sublicense and the relative value of such products.
Sublicensing Income means amounts received by a Party and its successors, assigns and Affiliates from unaffiliated third parties attributable to a sublicense of rights licensed under this Agreement.
Sublicensing Income means any and all consideration in any form paid to Iterum by a Partner who is a sublicensee for the grant of a Sublicense under the Licensed Technology, including but not limited to upfront fees, success fees, license issue fees, license maintenance fees, fees for transfer of intellectual property or other Product supporting documentation [ * ]; provided that Sublicensing Income shall expressly not include (a) royalties; (b) payments received by Iterum (as properly documented by Iterum and subject to audit) in connection with research, development or supply activities under joint ventures, partnerships or collaboration agreements where Iterum or an Affiliate is obligated to perform research, development or supply activities for any Product; (c) other payments made by a Partner as consideration for Iterum’s or an Affiliate’s performance of services or provision of goods; (d) reimbursement of actual patent prosecution, maintenance, enforcement or defense expenses; (e) loans to Iterum unless and until such loaned amount becomes forgiven; (f) payments based on a profit share interest paid in consideration for Iterum’s or its Affiliate’s payment of development or commercialization expenses; and (g) amounts paid for purchase of securities of Iterum to the extent that such payment does not exceed the fair market value of such securities, but milestone payments based on net sales thresholds shall be included as Sublicensing Income. For avoidance of doubt, Sublicensing Income shall not include payments or fees from a Partner, where such Partner is a CRO or CMO, received by Iterum in exchange for an outsourcing of the Manufacture of Products or research or development activities relating to the Development of Product on behalf of Iterum.
Sublicensing Income means [***].