Common use of Technology Access Fee Clause in Contracts

Technology Access Fee. In partial consideration for Soligenix’s appointment as an exclusive channel collaborator in the Field and the other rights granted to Soligenix hereunder, Soligenix shall issue to Intrexon, as an access fee for commercial license rights to the Intrexon IP granted under Section 3.1, certain equity interests in Soligenix (the “Technology Access Fee”) in accordance with the terms and conditions of the Stock Issuance Agreement of even date herewith (the “Equity Agreement”). As set forth in the Equity Agreement, the Technology Access Fee will be either (i) one and one-half million dollars ($1,500,000) in cash, or (ii) that number of shares of Soligenix common stock having a value equaling one and one-half million dollars ($1,500,000) (the number of shares to be calculated according to, or stipulated by, the terms of the Equity Agreement). Full payment of the Technology Access Fee, will occur within the timeframes set forth in the Equity Agreement. Provided that all closing conditions for the Technology Access Fee Shares (as defined in the Equity Agreement) that are within the reasonable control of Intrexon have been satisfied or waived, the payment of the Technology Access fee to Intrexon, including issuance of any Technology Access Fee Shares (as set forth in the Equity Agreement) to Intrexon, is a condition subsequent to the effectiveness of this Agreement.