Sublicense Revenue means any payments that (1) with respect to Alnylam, Alnylam receives from a sublicensee in consideration of a Naked Sublicense or a sublicense granted by Alnylam as permitted by Section 5.2(b), or (2) with respect to Isis, Isis receives from a sublicensee in consideration of a sublicense to further the research, development or commercialization of an Isis Single Stranded RNAi Product, in each case including, but not limited to, license fees, royalties, milestone payments, and license maintenance fees, but excluding: (i) payments made in consideration of equity or debt securities of the applicable Party at fair market value and (ii) payments specifically committed to reimburse the applicable Party for the fully-burdened cost of research and development. If a Party receives any non-cash Sublicense Revenue, such Party will pay the other Party, at the election of the Party who is entitled to receive Sublicense Revenue payment, either (x) a cash payment equal to the fair market value of the appropriate percentage of the Sublicense Revenue or (y) the in-kind portion, if practicable, of the Sublicense Revenue.
Sublicense Revenue means any payments or other consideration that CTI actually receives from a Sublicensee as consideration for the grant of a Sublicense, including, without limitation, milestone payments, license fees, license maintenance fees and equity. Sublicense Revenue excludes (i) purchases of equity or debt of TGTX, (ii) payments made for GTX’s performance of any research, Development, or Commercialization of any Licensed Product, (iii) (b) royalties on Net Sales (or, in the case of a profit sharing deal structure, shares of net profits) which are covered in Section 5.9, and (iv) any payment or reimbursement of any costs or expenses incurred by TGTX for filing, prosecution, maintenance, or defense of any DFCI Patents. In the event such consideration received from a Sublicensee is not cash, Sublicense Revenue shall be calculated by TGTX based on the fair market value of such consideration, at the time of the transaction, assuming an arm’s length transaction made in the odinary course of business.
Sublicense Revenue means all cash payments, the fair market cash value of any equity consideration (less any amounts paid for such equity consideration), and forgivable loans (to the extent actually forgiven) received by Licensee or its Affiliates in consideration for and directly attributable to the grant of a sublicense under the CareFusion Patents, including any upfront payments, license maintenance fees, milestone payments or the like. Sublicense Revenue will not include: (a) bona fide, non-forgivable loans (and forgivable loans unless and until forgiven); or (b) running royalties based upon sales of a Licensed Product. Any payments received by Licensee from a Sublicensee for equity in Licensee shall be deemed to be Sublicense Revenue to the extent that the Sublicensee’s payments for such equity exceeds the fair market value of such equity on the date that the obligation to make such payments are received by Licensee arises.
Examples of Sublicense Revenue in a sentence
For example and without limitation, if AntriaBio receives Sublicense Revenue in the form of an upfront payment of $10 million, then AntriaBio will pay ActiveSite $2 million, which amount shall be credited against any future milestone payments that may become due under Section 4.2.
In addition to the foregoing running royalties, AntriaBio agrees to pay to ActiveSite twenty percent (20%) of all Sublicense Revenue; provided, however, that such payments shall be credited against amounts that become due under Section4.2 after the date such Sublicense Revenue is received.
When Licensed Products are sold, or AntriaBio is paid Sublicense Revenue in, monies other than U.S. dollars, the exchange rate shall be determined based on the average daily exchange rate calculated by averaging the closing daily rate between the applicable country and the U.S., as obtained from Bloomberg or equivalent successor (absent manifest error therein), on a monthly basis during the calendar year that AntriaBio records the sale for accounting purposes.
For clarity, in no event shall any milestone payment or royalty payment, or payment of Sublicense Revenue, be reduced by more than one-half (1/2) of the amount otherwise due.
AntriaBio shall notify ActiveSite of each such sublicense, provide a copy of such sublicense upon request (with no redactions with respect to any payment obligations that, when paid, would be within the scope of Sublicense Revenue), and will use reasonable efforts to enforce the sublicense(s) against any such sublicensee.
More Definitions of Sublicense Revenue
Sublicense Revenue means all upfront, milestone and royalty payments and other consideration received by OPIANT and its Affiliates from third party sublicensees to the extent attributable to sublicenses under the AEGIS Technology, excluding: (i) reimbursement or funding for R&D activities performed by or on behalf of OPIANT, (ii) amounts for purchase of stock or other equity or debt interests in OPIANT, (iii) reimbursement of patent costs and other out-of-pocket costs actually incurred by OPIANT, (iv) payments received for the supply of goods (including Products) or services, including sales and marketing support, co-promotion activities and sales force reimbursement, and (v) payments for the sale of substantially all of the business or assets of OPIANT, whether by merger, sale of stock, sale of assets or otherwise. To the extent that a payment made by a sublicensee pursuant to items (i), (ii) or (iv) of the preceding sentence is in excess of the then-current fair market value, as determined in compliance with GAAP, of each of the corresponding items, then such excess shall be considered Sublicense Revenue.
Sublicense Revenue means [***].
Sublicense Revenue means all amounts and/or all other consideration (including any debt and/or equity securities or instruments) received by Licensee from its Sublicensee's in consideration for the granting of a sublicense to the Licensed Patents. In the case where the Licensed Patents are sublicensed by Licensee, Sublicense Revenue specifically excludes payments made to Licensee by its Sublicensees for bona fide research *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. and/or development funding, or those specified payments made in consideration for the licensing or sublicensing of Licensee's own intellectual property or third party intellectual property for which Licensee has rights to sublicenses (but not including any intellectual property rights granted to Licensee hereunder).
Sublicense Revenue means (i) any upfront payments and development, regulatory, and sales milestone payments or other payments received by Knight or any of its Affiliates in connection with any sublicense of its rights (or any option thereto) or assignment of its rights (or any option thereto) under this Agreement and (ii) premiums paid by a Third Party in excess of the fair market value for purchase of Knight’s securities sold in connection with any sublicense or assignment of rights under this Agreement. For the avoidance of doubt, Sublicense Revenue shall not include Royalty Revenue, or any amounts included in Net Sales, but in the case of any non-cash consideration, shall include at the election of Knight, such non-cash consideration or the fair market value thereof on the date of payment to Knight.
Sublicense Revenue means all payments received by LICENSEE and its Affiliates pursuant to each Sublicense, including, without limitation, up-front fees, milestone payments, and license maintenance fees. Notwithstanding the foregoing, running royalties received by LICENSEE or its Affiliates that are calculated as a percentage of Sublicensee's Net Sales are not included in Sublicense Revenue.
Sublicense Revenue means all consideration in any form received by Miragen or any of its Affiliates in exchange for a grant by Miragen or its Affiliates of a Sublicense, excluding: (i) [*] (ii) consideration as reimbursement for costs and expenses, such as research costs, development costs, manufacturing costs, promotional expenses, patent costs, and the like; (iii) any consideration as a loan to (other than to the extent any loan is forgiven or credited toward any other payment obligations), or in exchange for the equity of, Miragen or any of its Affiliates; and (iv) any royalties paid by any Sublicensee (other than an Affiliate of Miragen) to Miragen or any of its Affiliates with respect to sales of Products by such Sublicensee (the “Sublicense Royalties”); in each case, except to the extent specifically included below. Sublicense Revenue shall include the following amounts paid by any Sublicensee (other than an Affiliate of Miragen) to Miragen or its Affiliates in exchange for the grant of such Sublicense: