Non-Royalty Sublicensing Consideration means the Gross Consideration received by the Licensee or its Affiliate from a Sublicensee in consideration of the grant of a sublicense under the Licensed Subject Matter (including, without limitation, license or option or distribution fees, fees to maintain license rights, and bonus/milestone payments), but excluding amounts received as running royalties, a profit share, or other revenue sharing based on Net Sales for which Licensor receives a running royalty under Section 3.2. For the avoidance of doubt, Non-Royalty Sublicensing Consideration shall not include bona fide: (a) running royalties received by Licensee or an Affiliate based on Net Sales that are royalty-bearing to Licensor under Section 3.2, (b) purchase price for Licensee’s stock or other securities not in excess of Fair Market Value, and (iii) amounts paid and used exclusively for research and development of Licensed Products or Licensed Services by Licensee.
Non-Royalty Sublicensing Consideration means the Gross Consideration received by the Licensee [***]
Non-Royalty Sublicensing Consideration means the gross amount of consideration, excluding Net Sales and any royalties based on Net Sales, received directly or indirectly by Licensee, Affiliate, Related Party or Related Party Entity, (as defined in Section 3.10) and/or each Sublicensee that grants a further sub license, in return for the grant of a sublicense of any Patent Rights, including: (a) fees, including fixed, option, license, maintenance and joint marketing fees; (b) payments, including milestones and minimum royalty payments (provided that such payments shall not constitute Net Sales); (c) non-cash consideration, including equity, the fair market value for each cross-license of intellectual and/or tangible property and debt forgiveness; (d) funding in excess of Licensee’s or such Sublicensee’s cost of performing the prospective research and development; and (e) any other property, remuneration or value given or exchanged for a Sublicense Agreement regardless of how any party characterizes such consideration. Notwithstanding the foregoing, Non-Royalty Sub licensing Consideration excludes all consideration in the form of (i) payments or reimbursement for documented sponsored research, development activities, pilot studies and/or transfer of research materials, (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 be paid by Licensee hereunder, (iii) payments for the purchase of equity in Licensee at the fair market value of such equity, (iv) payments in consideration of the license or sub license of any intellectual property other than the Patent Rights and (v) payments received by Licensee from Sublicensees in support of full time equivalent employees to run a partnered program.
Examples of Non-Royalty Sublicensing Consideration in a sentence
For a period of [***] years after the Contract Period to which the records pertain, Licensee agrees that it, Affiliates and Sublicensees shall keep complete and accurate records pertaining to any consideration relating to this Agreement and/or Sublicense Agreements, including Net Sales, Royalty payment calculations, Milestone Fees, Equity Financing and Non-Royalty Sublicensing Consideration, in sufficient detail to enable payments or securities due hereunder to be determined and audited.
More Definitions of Non-Royalty Sublicensing Consideration
Non-Royalty Sublicensing Consideration means subject to Section 20.2 of the Patent License Agreement, the Gross Consideration received by the Licensee or its Affiliate from a Sublicensee in consideration of the grant of a sublicense under the Patent Rights, including, without limitation, fees for such sublicense or fees for an option under such sublicense or fees for distribution under such sublicense or assignment fees for the assignment of such sublicense, fees to maintain license rights, and bonus/milestone payments (net of any withholding taxes or similar taxes imposed by any Government that are not reasonably recoverable by Licensee or any Affiliate thereof), but excluding (a) amounts received as running royalties, a profit share, or other revenue sharing based on sales of Licensed Products for which Licensor receives a running royalty under Section 3.2, (b) purchase price for Licensee’s stock or other securities not in excess of Fair Market Value, and (c) payments made for Licensee’s or its Affiliates’ performance after the date of the Sublicense Agreement of any research or development work for any licensed Product (or the reimbursement of any of Licensee’s or its Affiliates’ costs and expenses related to such research or development work) so long as said payments are not in excess of the Fair Market Value for such work, (d) any payment or reimbursement of any costs for filing, prosecution, maintenance, or defense of any Patent Rights, and (e) other Fair Market Value payments made by a Sublicensee as consideration for Licensee’s or an Affiliate’s performance of services after the date of Sublicense Agreement or provision of goods.
Non-Royalty Sublicensing Consideration means the total payments and other consideration received by the Licensee or its Affiliate from a Sublicensee in consideration of the grant of a sublicense under the Licensed Patent Rights (including, without limitation, license fees, fees to maintain license rights, and payments for achieving milestones in the development or commercialization of Licensed Products or Licensed Services), including any securities and other non-cash consideration received from the Sublicensee for the sublicense, but excluding amounts received as running royalties, a profit share, or other revenue sharing based on Net Product Sales or Net Service Sales for which Licensor receives a royalty under Section 3.4. Notwithstanding the foregoing, Non-Royalty Sublicensing Consideration shall not include amounts paid to Licensee or an Affiliate that are bona fide: (i) reimbursement or payment of license fees, milestone fees, and other such amounts which were paid or payable by Licensee or its Affiliate after the date the sublicense is granted; (ii) amounts paid by the Sublicensee for the supply of Licensed Products or Licensed Services, so long as such amounts do not exceed the price customarily charged to an independent third party for comparable Licensed Products or Licensed Services, and if there are no such other third party sales, then not to exceed a profit margin of 20% on Licensed Services and 50% on Licensed Products; (iii) loans, except to the extent that such loans have actually been forgiven; (iv) amounts paid for equity or securities (including conditional equity, such as warrants, convertible debt and the like) not in excess of Fair Market Value, (v) dividends or profit distributions on equity or other property (excluding the Agreement) owned or controlled by Licensee or its Affiliate, (vi) amounts paid for facilities or equipment not in excess of the Fair Market Value; (vii) withholding taxes and other amounts actually withheld from or deducted against the amounts paid to Licensee or its Affiliate; and (viii) amounts paid exclusively for research, development and other work performed by Licensee after the date the sublicense is granted related to Licensed Products or Licensed Services, so long as the payment does not reflect a premium of more than 15% over Licensee’s actual costs to perform said work; provided, however, that the amounts referenced in the foregoing clauses (i) through (viii) may only be deducted from Non-Royalty Sublicensing Consideration if specifically i...
Non-Royalty Sublicensing Consideration means the Gross Consideration received by the Licensee or its Affiliate from a Sublicensee in consideration of the grant of a sublicense under the Patent Rights [***], but excluding [***]. Non-Royalty Sublicensing Consideration will not include: [***].
Non-Royalty Sublicensing Consideration means the Gross Consideration received by the Licensee or its Affiliate from a Sublicensee in consideration of the grant of a sublicense under the Licensed Subject Matter (including, without limitation, license or option or distribution fees, fees to maintain license rights, and bonus/milestone payments), but excluding amounts received as running royalties, a profit share, other revenue sharing based on Net Sales for which Licensor receives a running royalty under Section 3.2, purchase price for the issuance of stock or other equity or debt securities to the extent issued at Fair Market Value, payments designated by Sublicensee for the purpose of funding or reimbursing bona fide research, development, or commercialization, payments for manufacture or supply of Licensed Product at cost, reimbursements of patent expenses actually incurred by Licensee, and loans. For the avoidance of doubt, Non-Royalty Sublicensing Consideration shall not include bona fide: (a) running royalties received by Licensee or an Affiliate based on Net Sales that are royalty-bearing to Licensor under Section 3.2, (b) purchase price for Licensee’s stock or other securities not in excess of Fair Market Value.
Non-Royalty Sublicensing Consideration means [...***...].
Non-Royalty Sublicensing Consideration means any and all consideration of any kind (e.g., cash or in-kind consideration) received by LICENSEE from a Sublicensee, including, without limitation, licensing fees, and milestone payments, but excluding any consideration solely on account of:
Non-Royalty Sublicensing Consideration means the cash consideration received by the Licensee from a Sublicensee in consideration of the grant of a sublicense under the Patent Rights (including, without limitation, license or option or distribution fees, fees to maintain license rights, and bonus/milestone payments), but excluding amounts received as running royalties, a profit share, or other revenue sharing based on Net Service Sales for which Licensor receives a running royalty. For the avoidance of doubt, Non-Royalty Sublicensing Consideration shall not include bona fide: (i) running royalties received by Licensee on Net Service Sales that are royalty-bearing to Licensor and (ii) amounts paid and used exclusively for research and development of Licensed Services by Licensee.