Program Payment Income definition
Program Payment Income means all taxable income or gain attributable to the portion of the revenues, sales proceeds, royalties or other similar items that are used to fund the Program Payments and/or any taxable income or gain recognized as a result of the payment of the Program Payments, (ii) “Program Payments” means the payments payable to the Stockholder Representative under Articles 4 and 5 of this Agreement and (iii) SLX’s “allocable share” means, with respect to any Program Payment Income, SLX’s “Allocation Percentage” with CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION respect to its “Program Units” (each as defined in the Operating Agreement) in effect at the time such income was includible in taxable income, and, with respect to Program Payments, SLX’s Allocation Percentage with respect to the Program Units in effect at the earlier of the time such Program Payment (A) first becomes deductible or (B) is paid; provided, however, that if the Main License Agreement is terminated or the Sublicensor is dissolved prior to such times, SLX’s “allocable share” shall be determined using SLX’s Allocation Percentage with respect to the Program Units in effect at the time of such termination or dissolution, as applicable (or such other percentages as mutually agreed-upon by SLX and Sublicensee).