Common use of Sublicense Consideration Clause in Contracts

Sublicense Consideration. Within sixty (60) days of the end of each calendar quarter during the term of this Agreement, Company will pay to University [***] of any Sublicense Consideration received by Company during such calendar quarter unless reduced by achievement of Performance Milestones by Company or its Sublicensees prior to execution of the particular Sublicense in accordance with the schedule below. Determination of the relevant Performance Milestone having been achieved for the purposes of determining the Sublicense Consideration percentage shall be based on the most advanced Licensed Product candidate then in development for which Sublicense Consideration was received. A further reduction of the percentage of Sublicense Consideration payable to University under this Agreement will be negotiated in good faith between the Parties where, in addition to the Sublicense of any rights granted to Company hereunder, Company or its Sublicensee also grants a Sublicensee a license or sublicense under a Third Party’s intellectual property rights that are or would be infringed by Licensed Product(s) (treating pending patent applications as if they were issued patents), but only to the extent that the total aggregate consideration for such combined license is treated as Sublicense Consideration. A3.2.1 Performance Milestone 1 [***] 2.2 Performance Milestone 2 [***] 2.3 Performance Milestone 3 [***] 2.4 Performance Milestone 4 [***] 2.5 Performance Milestone 5 [***] 2.6 Performance Milestone 6 [***] 2.7 Performance Milestone 7 [***]

Sublicense Consideration. Within sixty (60) days of the end of each calendar quarter during the term of this Agreement, Company will pay to University [***] of any Sublicense Consideration received by Company during such calendar quarter unless reduced by achievement of Performance Milestones by Company or its Sublicensees prior to execution of the particular Sublicense in accordance with the schedule below. Determination of the relevant Performance Milestone having been achieved for the purposes of determining the Sublicense Consideration percentage shall be based on the most advanced Licensed Product candidate then [***] (without regard to whether [***]). For clarity, if Company also grants a Sublicensee a sublicense under any of the Other License Agreements, Company will not be required to pay to University under this Agreement and/or such Other License Agreements an aggregate amount in development for which excess of the percentage of the Sublicense Consideration was receivedset forth in this Agreement. A further reduction of the percentage of Sublicense Consideration payable to University under this Agreement will be negotiated in good faith between the Parties where, in addition to the Sublicense of any rights granted to Company hereunder, Company or its Sublicensee also grants a Sublicensee a license or sublicense under a Third Party’s intellectual property rights that are or would be infringed by Licensed Product(s) (treating pending patent applications as if they were issued patents), but only to the extent that the total aggregate consideration for such combined license is treated as Sublicense Consideration. A3.2.1 . A3.6.1 Milestone 1 Performance Milestone 1 in any Indication Category [***] [***] 2.2 Performance Milestone 2 [***] 2.3 Performance Milestone 3 [***] 2.4 Performance Milestone 4 [***] 2.5 Performance Milestone 5 [***] 2.6 Performance Milestone 6 [***] 2.7 Performance Milestone 7 [***]