Sublicensing Income definition
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 [***].
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
Examples of Sublicensing Income in a sentence
Sublicensing Income may not be prorated when the Patent Rights are bundled with other intellectual property, without The Regents’ prior written consent.
This Appendix B includes additional terms and conditions that govern the PRSUs granted to the Participant if the Participant resides and/or works in a country listed below.
Catalyst and its Affiliates and licensees and sublicensees shall maintain complete and accurate records in sufficient detail to permit ISU to confirm the accuracy of the calculation of royalty payments and/or Sublicensing Income payments.
Company shall pay Wistar [**] percent ([**]%) of Non-Royalty Sublicensing Income within [**] ([**]) days following the last day of the Calendar Quarter in which such Non-Royalty Sublicensing Income accrues.
In the case of sales outside the United States, the rate of exchange to be used in computing Net Sales and Sublicensing Income shall be calculated monthly in accordance with GAAP and based on the conversion rates published in the Wall Street Journal, Eastern edition (if available).
More Definitions of 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:
(i) The reasonable cost of services to be performed thereafter by LICENSEE for or on behalf of the SUBLICENSEE, if, but only if those services are specifically described and the cost itemized and stated separately in the SUBLICENSE. Payments on the achievement of results shall be deemed to be milestone payments and are included in SUBLICENSING INCOME.
(ii) Reimbursement of the amount paid for fees incurred by LICENSEE, such as patent costs, or fees paid to governmental agencies, which are incurred after the date of the SUBLICENSE and are actually paid to third parties by LICENSEE.
(iii) Royalty payments to LICENSEE based on SUBLICENSEE's NET REVENUES, where royalties are provided and will be paid to JHU on SUBLICENSEE's NET REVENUES pursuant to this Agreement.
(iv) The amount of any Milestone payment made to JHU under this Agreement as a result of activity of LICENSEE or SUBLICENSEE, which results in a Milestone payment by SUBLICENSEE to LICENSEE under the SUBLICENSE. The difference between the Milestone payment to be paid to JHU and the milestone payment paid to LICENSEE by SUBLICENSEE shall be considered SUBLICENSING INCOME. For clarification, if SUBLICENSEE makes a payment to LICENSEE as a Milestone, and LICENSEE is obligated to make a Milestone payment to JHU under this Agreement for that same Milestone, that Milestone payment amount paid to JHU shall be deducted from the Milestone amount paid under the SUBLICENSE, and the remainder shall be the SUBLICENSING INCOME.
(v) The amount received for technology of third parties acquired by LICENSEE and included in the SUBLICENSE, if said amount is separately stated in the SUBLICENSE. If the SUBLICENSE includes the right or obligation of the SUBLICENSEE to purchase equity in LICENSEE at a cost greater than the then current fair market value of the equity, the difference between the fair market value and the amount paid shall be SUBLICENSE REVENUES.
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 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.
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 shall, with respect to any particular Subject IP, all Sublicense Non-Royalty Payments and Sublicense Royalty Payments generated from such Subject IP.
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 any cash or equity consideration received by Licensee or its Affiliate from a Sublicensee in consideration of the grant of a Sublicense under the Licensed Technology, including any license fee, license maintenance fee, option fee, milestone payments, and annual fees in excess of earned royalties, but excluding (a) royalties paid by a Sublicensee, (b) equity or debt investments in, or loan proceeds to, Licensee, (c) payments by Sublicensees for payment or reimbursement of patent prosecution, defense, enforcement and maintenance and other related expenses, (d) payments by Sublicensees for bona fide research, development, manufacturing or commercialization activities (including, without limitation, payments for FTEs)11, (e) Development Milestone Payments, (f) any profit share for any product, provided such amounts are not otherwise captured in the form or royalties or milestones, and (g) payment received in connection with a transaction that constitutes a Change of Control, or an option to consummate a Change of Control. Notwithstanding the foregoing, if Licensee receives Sublicensing Income with respect to a Sublicensee’s achievement of any milestone that is substantially similar to a Development Milestone, Sublicensing Income may be reduced by the aggregate amount of such amounts received by Licensee that are due to Licensor for achievement of such Development Milestone.