Common use of Sublicense Fees Clause in Contracts

Sublicense Fees. 3.5.1 In consideration of the rights and licenses granted to Licensee under Section 2.1 with respect to the exercise of a given Commercial Option, and subject to the remainder of this Section 3.5, Licensee will pay Licensor a percentage of any sublicense fees (including upfront payments and milestone payments and including any equity consideration received by Licensee or its Affiliates) received by Licensee or its Affiliates for the Licensed Technology from any Third Party Sublicensee or from any Third Party granted any option to obtain such a sublicense. The applicable percentage due to Licensor for each sublicense (or option), on a Licensed Indication-by-Licensed Indication basis, under each exclusive license granted under Section 2.1 upon exercise of a Commercial Option shall be as follows: Event Sublicense Fee Rate If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication […***…] If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] *** Confidential Treatment Requested *** 17 Event Sublicense Fee Rate If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] If sublicensed (or optioned) after the […***…] anniversary of the Grant Date for the applicable Licensed Indication […***…] For the avoidance of doubt, with respect to a transaction with a Third Party involving the grant of an option to obtain a sublicense, if the sublicense is later granted as a result of the exercise of such option, the sublicense fees applicable to such sublicense will be determined by reference to the date the original option was granted, not the date the actual sublicense was granted.

Sublicense Fees. 3.5.1 In consideration of the rights and licenses granted to Licensee under Section 2.1 with respect to the exercise of a given Commercial Option, and subject to the remainder of this Section 3.5, Licensee will pay Licensor a percentage of any sublicense fees (including upfront payments and milestone payments and including any equity consideration received by Licensee or its Affiliates) received by Licensee or its Affiliates for the Licensed Technology from any Third Party Sublicensee or from any Third Party granted any option to obtain such a sublicense. The applicable percentage due to Licensor for each sublicense (or option), on a Licensed Indication-by-Licensed Indication basis, under each exclusive license granted under Section 2.1 upon exercise of a Commercial Option shall be as follows: Event Sublicense Fee Rate If sublicensed (or optioned) on or before the […***…] * anniversary of the Grant Date for the applicable Licensed Indication […***…] * If sublicensed (or optioned) on or before the […***…] * anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] * anniversary of such Grant Date […***…] * *** Confidential Treatment Requested *** 17 Event Sublicense Fee Rate CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED If sublicensed (or optioned) on or before the […***…] * anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] * anniversary of such Grant Date […***…] * If sublicensed (or optioned) on or before the […***…] * anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] * anniversary of such Grant Date […***…] * If sublicensed (or optioned) on or before the […***…] * anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] * anniversary of such Grant Date […***…] * If sublicensed (or optioned) after the […***…] * anniversary of the Grant Date for the applicable Licensed Indication […***…] * For the avoidance of doubt, with respect to a transaction with a Third Party involving the grant of an option to obtain a sublicense, if the sublicense is later granted as a result of the exercise of such option, the sublicense fees applicable to such sublicense will be determined by reference to the date the original option was granted, not the date the actual sublicense was granted.

Sublicense Fees. 3.5.1 In part consideration of the license rights granted by Marina Bio under this Agreement and licenses granted the right to Licensee sublicense such licenses. MirnaRx shall pay to Marina Bio an amount (“Sublicense Fees”) equal to a percentage of any Sublicensing Revenue received by MirnaRx (or its Affiliate) from any Sublicensee based on the grant to such Sublicensee of sublicense rights under MirnaRx’s license rights under the Licensed Patents. Such percentage shall be determined based on the development stage of the applicable Licensed Product (that is covered by the sublicense) at the time that the particular sublicense agreement is executed by the parties thereto, as follows: [***] Percentage of Sublicense Revenue [***] [***]% [***] [***]% [***] [***]% [***] [***]% [***] [***]% If, as to a particular Licensed Product being developed by a Sublicensee, such Sublicensee first achieves, with respect to such Licensed Product, one of the Milestone Events in the milestone table in Section 5.3(a) above, then in no event will the cumulative amount (the “Cumulative Sublicense Fees”, as of the applicable date) of Sublicense Fees paid to Marina Bio by MirnaRx. under this Section 5.6, by the date [***] after the date that such Milestone Event is achieved, with. respect to Sublicense Revenues received by MirnaRx from such Sublicensee, be less than the cumulative amount (the “Milestone Payment Sum”, as of the applicable date) of the Milestone Payments that would have been due under Section 2.1 5.3(a) by such date, for all Milestone Events achieved by such Sublicensee (as of such date), had MirnaRx achieved such Milestone Events. If, as to a Sublicensee that first achieves a particular Milestone Event for the applicable Licensed Product sublicensed to such Sublicensee, the Cumulative Sublicense Fees paid by MirnaRx to Marina Bio based on Sublicense Revenues received from such Sublicensee, by the date that is [***] after the date when such Milestone Event is achieved, is less than the Milestone Payment Sum effective as of such date, then MirnaRx will by such date also pay to Marina Bio the amount of such difference (such amount, the “True-Up Payment” as to the applicable Milestone Event achieved by such Sublicensee). An example of the calculation of such amounts and the determination of such difference (if any) is given in Appendix B of this Agreement. For clarity, any such True-Up Payment shall be deemed a Sublicensee Fee payment for all purposes of this Agreement. Further, if in the sublicense agreement between MirnaRx and a particular Sublicensee, the definition of “Major Markets” (or equivalent definition) is different from the definition in Section 1.27 of this Agreement, then the definition in such sublicense agreement will be used with respect to the exercise achievement of a given Commercial Optionthe Milestone Event in subclause (i)(4) of the milestone table in Section 5.3(a) above, and subject to the remainder of this Section 3.5, Licensee will pay Licensor a percentage of any sublicense fees (including upfront payments and milestone payments and including any equity consideration received by Licensee or its Affiliates) received by Licensee or its Affiliates for the Licensed Technology from any Third Party Sublicensee or from any Third Party granted any option to obtain such a sublicense. The applicable percentage due to Licensor for each sublicense (or option), on a Licensed Indication-by-Licensed Indication basis, under each exclusive license granted under Section 2.1 upon exercise purpose of a Commercial Option shall be as follows: Event Sublicense Fee Rate If sublicensed (or optioned) on or before the determining […***…] anniversary Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. whether any “True-Up Payment” is owed by MirnaRx based on the Sublicensee achieving Regulatory Approval of the Grant Date for the applicable Licensed Indication […***…] If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] *** Confidential Treatment Requested *** 17 Event Sublicense Fee Rate If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] If sublicensed (or optioned) on or before the […***…] anniversary of the Grant Date for the applicable Licensed Indication, but after the […***…] anniversary of such Grant Date […***…] If sublicensed (or optioned) after the […***…] anniversary of the Grant Date for the applicable Licensed Indication […***…] For the avoidance of doubt, with respect to Product in a transaction with a Third Party involving the grant of an option to obtain a sublicense, if the sublicense is later granted as a result of the exercise of such option, the sublicense fees applicable to such sublicense will be determined by reference to the date the original option was granted, not the date the actual sublicense was grantedMajor Market.