Sublicensing Payments definition
Examples of Sublicensing Payments in a sentence
Such payments shall not be credited against milestone payments (if any), Sublicensing Payments (if any), nor against royalties due for any preceding or subsequent calendar year.
If Licensee receives consideration in the form of publicly traded equity from a Sublicense, all provisions of Article 8.0 (Sublicensing Payments and Fees) shall apply, except that University may, at its sole discretion, elect to receive University's share of such equity as either equity or the Fair Market Cash Value (hereinafter defined) equivalent of such equity at the time of issuance to Licensee.
If Licensee receives consideration in the form of equity that is not publicly traded from a Sublicense, all provisions of Article 8.0 (Sublicensing Payments and Fees) shall apply University shall have the right to sell such equity at any time after a public or private market for such equity is created.
Each such written report shall provide in reasonable detail as available to Acquiror stating for the period in question (a) the calculation of the Annual Sublicensing Payments (on a country-by-country basis) for such calendar quarter, and (b) a calculation of the amount of the Sublicensing Earn-Out Payments due for such calendar quarter.
Acquiror shall provide reasonable documentation of the calculation and reconciliation of the conversion figures on a country-by-country basis as part of its report of Annual Net Sales and Annual Sublicensing Payments for the period covered under the report.
Upon the Company’s reasonable request, Acquiror will provide the Company with a redacted copy of each agreement pursuant to which Acquiror granted a sublicense, under the Company Proprietary Rights, to sell the Product outside of the United States, Canada and Western Europe; provided, however, that Acquiror may not redact any provision of such agreement that is necessary to verify the amount of any payments included in Annual Sublicensing Payments.
When calculating Annual Net Sales and Annual Sublicensing Payments, the amount of such sales in foreign currencies shall be converted into U.S. dollars using the standard methodologies employed by Acquiror for consolidation purposes.
During the Earn-Out Payment Term, earn-out payments (each, a “Sublicensing Earn-Out Payment” and collectively, the “Sublicensing Earn-Out Payments”) equal to [*] percent ([*]%) of Annual Sublicensing Payments.
Licensee agrees that any and all commercialization diligence requirements and required payments are material license terms according to Articles 6.0 (Diligence and Development Milestones), 7.0 (Licensing Fees and Royalties), 8.0 (Sublicensing Payments and Fees) and 9.0 (Patent Prosecution and Cost Recovery).
Subject to Section 6.12(b) (Sublicensing Payments), PTI may freely sublicense its Reverted Product License through multiple tiers; provided, however, that any such sublicense must be consistent with the terms of this Agreement and PTI will be responsible for the performance of its Sublicensees with respect to any such sublicense.