Common use of Sublicense Consideration Clause in Contracts

Sublicense Consideration. Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) days of Company’s receipt. Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or milestone fees, running royalties and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget. The term “Fair Market Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing consideration.

Sublicense Consideration. Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) days of Company’s receiptthe effective date of each sublicense agreement. Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or milestone fees, running royalties and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget. The term “Fair Market Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) . [***] Indicates portions of this exhibit that have been omitted and filed separately with the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicableSecurities and Exchange Commission pursuant to a request for confidential treatment. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the The sublicensing consideration income payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A be capped at [***] of all sublicensing considerationincome whether such income is attributed to technology licensed under this License Agreement and/or the 1998 Agreement, each as may be amended from time to time.

Sublicense Consideration. Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) days of Company’s receiptthe effective date of each sublicense agreement. Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or milestone fees, running royalties and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget. The term “Fair Market Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the The sublicensing consideration income payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A be capped at twenty percent (20%) of all sublicensing considerationincome whether such income is attributed to technology licensed under this License Agreement and/or the 1998 Agreement, each as may be amended from time to time.

Sublicense Consideration. Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five [***] of the effective date of each sublicense agreement (45) days of Company’s receiptrunning royalties shall be paid quarterly). Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or fees, milestone fees, running royalties on LICENSED PRODUCTS and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf)[***], each pursuant to a specific agreement including [***], or amounts paid by a performance plan and commensurate budgetSUBLICENSEE to [***]. The term “"Fair Market Value” " shall mean the average price that the stock in question is publicly trading at for twenty (20) trading days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the higher of (i) the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or and at Company’s option and expense (bii) the value of such stock as determined by the most recent appraisal conducted independent valuation by an independent appraiser regularly engaged in accounting or other financial services firm mutually acceptable to JHU and Company. Portions of this Exhibit were omitted and have been filed separately with the business of valuing businesses Secretary of the nature Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing considerationSecurities Act.

Sublicense Consideration. Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five [***] of the effective date of each sublicense agreement (45) days of Company’s receiptrunning royalties shall be paid quarterly). Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or fees, milestone fees, running royalties on LICENSED PRODUCTS and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf)[***], each pursuant to a specific agreement including [***], or amounts paid by a performance plan and commensurate budgetSUBLICENSEE to [***]. The term “Fair Market Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) trading days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the higher of (i) the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or and at Company’s option and expense (bii) the value independent valuation by an accounting or other financial services firm mutually acceptable to JHU and Company. Portions of such stock as determined this Exhibit, indicated by the most recent appraisal conducted by an independent appraiser regularly engaged in mxxx “[***],” were omitted and have been filed separately with the business of valuing businesses Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the nature Securities Exchange Act of Company or AFFILIATED COMPANY1934, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing considerationamended.

Sublicense Consideration. In addition to the running royalty as set forth under Paragraph 3.4, Company shall pay to JHU a percentage of consideration received for sublicenses granted under this Agreement as set forth in Exhibit A. B. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) days of Company’s receiptthe effective date of each sublicense agreement. Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such including (i) amounts paid to Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for running royalties on sales of LICENSED PRODUCT(S) and LICENSED SERVICE(S) (hereinafter referred to as “Royalty Sublicense Consideration”) and (ii) upfront fees or fees, milestone fees, running royalties and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense, and any other sublicensing revenue (hereinafter referred to as “Non-royalty Sublicense Consideration”). However, not included in such sublicense consideration Non-royalty Sublicense Consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget, and equity investments at Fair Market Value. The term “Fair Market Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing consideration.

Sublicense Consideration. Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) Within [***] days of Company’s receipt. Such consideration shall mean consideration the end of any kind received by each calendar quarter during the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant term of a sublicense under this Agreement, Company will pay to University [***] percent ([***]%) of any Sublicense Consideration received by Company during such as upfront fees calendar quarter unless such percentage is reduced by achievement of Performance Milestones by Company or milestone fees, running royalties and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock its Sublicensees prior to execution of the particular Sublicense in accordance with the schedule below. Notwithstanding anything to the contrary, if, a payment is received by Company under a sublicense agreement where, in addition to the Sublicense of any rights granted to Company hereunder, Company or an AFFILIATED COMPANY its Sublicensee also grants a Sublicensee a license or sublicense to either (i) a Third Party’s intellectual property rights or materials that are infringed or would be misappropriated (or in the case of pending patent claims, would be infringed if such claims were then issued) by Licensed Product(s)), or (ii) intellectual property rights that are for one or more products or programs that are not Licensed Products, then a pro rata portion of such payment will be considered Sublicense Consideration which pro rata portion will be calculated by Company reasonably and in good faith based on the relative commercial value of the Licensed Rights as compared to the commercial value of other intellectual property rights or material licensed or sublicensed by Company under such sublicense agreement in consideration for which such sublicensepayment was made. HoweverCompany will provide University with written justification (“Sublicense Consideration Calculation Notice”) for such calculation of the Sublicense Consideration and the Parties will discuss such calculation in good faith. University shall have the right to dispute such calculation if it reasonably believes it does not reflect the appropriate relative commercial value, not included in such sublicense consideration are amounts paid claim shall be escalated to [***] and, if still unresolved within [***] days of University’s receipt of the Company or an AFFILIATED COMPANY Sublicense Consideration Calculation Notice, the Parties shall, within [***] days of University’s receipt of the Sublicense Consideration Calculation Notice, submit the matter for resolution by baseball arbitration administered by the SUBLICENSEE(SAmerican Arbitration Association (AAA) for product development, research work, clinical studies and regulatory approvals performed by or for under the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget. The term “Fair Market Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) Final Offer Arbitration Supplementary Rules of the Company AAA (also referred to as Baseball or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing considerationLast Best Offer Arbitration Supplementary Rules).” [***]

Sublicense Consideration. In addition to the running royalty as set forth under Paragraph 3.5, Company shall pay to JHU a percentage of consideration Sublicense Consideration (as defined below) received for sublicenses through multiple tiers under this Agreement as set forth in Exhibit A. B.8. This sublicense consideration percentage of Sublicense Consideration shall be due, without the need for invoice from JHU, within forty-five (45) days [***] of Company’s receiptreceipt thereof from SUBLICENSEE(S). Such consideration For purposes of this Agreement “Sublicense Consideration” shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for to the extent reasonably attributable to the grant of a sublicense under the PATENT RIGHTS under this Agreement, such as upfront fees or milestone determined by mutual agreement of JHU and Company, including sublicensing fees, running royalties upfront fees, milestone payments, stock or other forms of equity, and including the fair value of any premium paid by the SUBLICENSEE(Sservices or other compensation received. and any other sublicensing revenue (hereinafter referred to as “Non-royalty Sublicense Consideration”); provided that, in each case, such Sublicense Consideration shall exclude (i) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for running royalties on sales of LICENSED PRODUCT(S) and LICENSED SERVICE(S) (hereinafter referred to as “Royalty Sublicense Consideration”) and (ii) any amounts paid to the Company by the SUBLICENSEE(S) for (a) product development, research work, clinical studies studies, manufacturing and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget(b) equity investments at Fair Market Value. The term “Fair Market Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days [***] prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by a third party GAAP qualified accountant, reasonably acceptable to the parties and whose services are retained at Company’s expense, or by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of shares if such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses financing was completed within [***] of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing considerationrelevant date.

Sublicense Consideration. In addition to the running royalty as set forth under Paragraph 3.3, Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) days of Company’s receiptthe effective date of each sublicense agreement. Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or milestone fees, running royalties fees and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for equity (stock or limited liability company units) of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for (i) running royalties on LICENSED PRODUCT(S) and LICENSED SERVICE(S), or (ii) product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget. The term “Fair Market Value” shall mean (i) the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is publicly traded, or (ii) if the equity is not publicly traded, the greater of (a) the value of such stock equity as determined agreed upon by the most recent private financing through a financial investor (an entity whose sole interest in JHU and the Company in good faith, or AFFILIATED COMPANY if JHU and the Company are unable to agree, then as objectively determined in good faith by an investment banking firm with experience in working with bio-medical/medical device companies agreed up by JHU and the Company. If there has been a bona fide recent purchase of the Company’s equity by investors whose primary interest is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and price paid by such other license agreement(s) investors shall be capped given important consideration, absent any conditions or changed circumstances indicating that such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A price should no longer be regarded as indicative of all sublicensing considerationFair Market Value.

Sublicense Consideration. In addition to the running royalty as set forth under Paragraph 3.3, Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) days [***] of receipt by Company’s receipt. Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or milestone fees, running royalties fees under the PATENT RIGHTS and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for running royalties on LICENSED PRODUCT(S), product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget. The term “Fair Market *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing consideration.

Sublicense Consideration. Company shall pay to JHU sublicense consideration that Company receives for execution of a percentage of consideration received for sublicenses under this Agreement sublicense agreement as set forth identified in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) days A of Company’s receiptthis Agreement. Such sublicense consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, including transactions related to the development and manufacture of LICENSED PRODUCT(S) and DEVELOPED PRODUCT(S) such as upfront including but not limited to licensing or sublicensing fees or and milestone feespayments, running royalties and including any premium paid by the SUBLICENSEE(S) over Fair Market Value received on equity investments above fair market value for stock of the in Company or an AFFILIATED COMPANY COMPANIES that is directly *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. FINAL attributable to a LICENSED PRODUCT or DEVELOPED PRODUCT and any other sublicensing revenue received in consideration for of such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the a SUBLICENSEE(S) for running royalty on LICENSED PRODUCT(S) and DEVELOPED PRODUCT(S), product development, payments for research workand/or development contracts, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including [***]. If any sublicense agreement includes a performance plan and commensurate budget. The term “Fair Market Value” shall mean grant to intellectual property rights owned or controlled by Company other than the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(SPATENT RIGHT(S) or if the stock is not publicly tradedBIOLOGICAL MATERIALS, the greater of (a) the value of then Company may [***] any consideration received from a SUBLICENSEE under such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and any such other license agreement(sintellectual property and the [***] under the PATENT RIGHT(S) shall be capped such that or the aggregate amount payable BIOLOGICAL MATERIALS, subject to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing consideration[***].

Sublicense Consideration. In addition to the running royalty as set forth under Paragraph 3.3, Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) [***] days of receipt by Company’s receipt. Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or milestone fees, running royalties fees under the PATENT RIGHTS and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for running royalties on LICENSED PRODUCT(S), product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget. The term “Fair Market *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing consideration.