Sublicense Revenues means all revenue, in whatever form but excluding sublicense royalties, earned by the Licensee in consideration of its granting a Third Party a sublicense to make a Licensed Product including, without limitation, receipt of annual milestone attainment, sublicense issuance, maintenance or up-front payments, or technology access fee; and issuance of securities or real, personal or intangible property.
Sublicense Revenues means [***].
Sublicense Revenues means all consideration, in whatever form, due from a Sublicensee to Licensee or to another Sublicensee in return for the grant of a sublicense of Licensee’s rights under Section 3.1 and Section 3.2 of this Agreement, excluding consideration in the form of: (i) royalties received by Licensee and calculated wholly as a function of sales of Licensed Products or Licensed Services, (ii) payments or reimbursement for documented sponsored research and/or development activities, valued at the actual direct cost of such activities on a fully burdened basis (including reasonable margin for overhead), (iii) payment or reimbursement of reasonable patent expenses actually incurred or paid by Licensee and not otherwise reimbursed, or payment of patent expenses required to by paid by Licensee hereunder, (iv) payments for the purchase of equity in Licensee at the fair market value of such equity on the date that the obligation to make such payment arises, (v) payments recognized as Net Sales or Sublicensee Net Sales under this Agreement for which a royalty is payable to COH (vi) capital investments (debt and/or equity) at fair market value, and (vii) amounts paid for supplies of materials or other tangible materials which are not Licensed Products or performance of services which are not Licensed Services. By way of clarification, the principal amount of any bona fide loan or other extension of credit provided to Licensee or an Affiliate of Licensee shall not be deemed to constitute “Sublicense Revenues.”
Examples of Sublicense Revenues in a sentence
If Sublicense Revenues are not in cash or cash equivalents, the percentage share payable to COH pursuant to this Section 4.7 shall be due, in COH’s sole discretion, either in kind or in its cash equivalent.
Sublicense Revenues received from such Permitted Sublicensees will otherwise be shared by Licensee and University in accordance with Section 4.01(D) or 4.01(E), as applicable.
Licensee shall pay to COH the applicable percentage of all Sublicense Revenues under Section 4.7.2 within thirty (30) days after the Sublicense Revenue is received from the relevant Sublicensee.
With respect to any consideration received by Licensee from its Sublicensees, if such consideration qualifies as Net Sales of Licensed Products and Licensed Services, then Licensee shall only be obligated to make a royalty payment to COH pursuant to Section 4.5, and if such consideration does not qualify as Net Sales of Licensed Products and Licensed Services but qualifies as Sublicense Revenues, then Licensee shall only be obligated to make a payment to COH pursuant to Section 4.7.
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More Definitions of Sublicense Revenues
Sublicense Revenues means all consideration, in whatever form, due from a Sublicensee in return for the grant of a sublicense of Licensee’s rights hereunder, excluding consideration in the form of: (i) payments or reimbursement for documented sponsored research and/or development activities, valued at the actual direct cost of such activities on a fully burdened basis (including reasonable margin for overhead), (ii) payment or reimbursement of reasonable patent expenses actually incurred or paid by Licensee and not otherwise reimbursed, or payment of patent expenses required to by paid by Licensee hereunder, (iii) payments for the purchase of equity in Licensee at the fair market value of such equity, and (iv) payments received by Licensee from Sublicensees in support of full time equivalent employees, or other in-kind benefit, to run a partnered program. By way of clarification, the principal amount of any loan or other extension of credit provided to Licensee or an Affiliate of Licensee in connection with the grant of a sublicense by Licensee that is other than an arm’s-length credit relationship between an established financial institution and Licensee, shall be deemed to constitute “Sublicense Revenues,” provided that repayment of said loan or credit shall be set off against Sublicense Revenues. In addition, for clarity, the basis for Sublicense Revenues shall include royalties and milestones received by Licensee from Sublicensee in connection with a sublicense of Licensee’s rights hereunder. Sublicense Revenues, however, shall not, in any case, be considered to also constitute Net Sales under this Agreement. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc.
Sublicense Revenues means all consideration, in whatever form, due to Licensee or an Affiliate of Licensee from a Sublicensee in return for the grant of a sublicense of any of Licensee’s rights hereunder, excluding consideration in the form of: (i) royalties or other per-unit consideration received by Licensee or an Affiliate of Licensee and calculated wholly as a function of sales of Licensed Products (provided, that such sales are recognized as Net Sales under this Agreement for which a royalty is payable to COH), (ii) payments or reimbursement for documented research and/or development activities, valued at the actual expenditures, (iii) payments or reimbursement of reasonable patent expenses actually incurred or paid by Licensee or an Affiliate of Licensee and not otherwise reimbursed, or payment of patent expenses required to by paid by Licensee hereunder, (iv) payments for the purchase of equity in Licensee at the fair market value of such equity, and (v) payments recognized as Net Sales under this Agreement for which a royalty is payable to COH.
Sublicense Revenues means all consideration in the form of cash ITI receives from a Sublicensee pursuant to any License, including without limitation [***]: (a) [***]; (b) [***]; (c) [***]; (d) [***]; and (e) [***].
Sublicense Revenues means all revenues or other consideration received by LICENSEE from sublicensees, including, without limitation, sublicense issue fees, other sublicense fees, royalties, and milestone payments.
Sublicense Revenues means the total amount of [***] received by Licensee and/or its Affiliates, [***], from Sublicensees in consideration for a grant by Licensee of a sublicense under the Patents pursuant to Article 5 of this Agreement, other than (i) [***], and (ii) payments in the form of [***] to the extent [***].
Sublicense Revenues means the [***] actually received by LICENSEE or an AFFILIATE from any SUBLICENSEE in connection with the grant of or the option to a grant of a sublicense or other right, license, privilege or immunity under the POOLED PATENTS to make, have made, use, sell, have sold, distribute, import or export ROYALTY PRODUCTS, but excluding consideration included within NET SALES. SUBLICENSE REVENUE shall include without limitation [***], provided that SUBLICENSE REVENUE excludes specifically any amounts received by LICENSEE from a SUBLICENSEE (1) as [***], (2) [***], (3) as [***] LICENSEE.
Sublicense Revenues means, with respect to a Sublicense, the aggregate cash (or cash equivalent) or stock or securities (or their equivalent) consideration received by Kite or its Affiliates to the extent in consideration for such Sublicense, including consideration for an option to obtain such Sublicense. Such consideration shall include without limitation any upfront, license initiation or signing fees, license maintenance fees, milestone payments, unearned portion of any minimum annual royalty payment or equity. Sublicense Revenues shall exclude […***…].