Sublicense Income means any payments that Company receives from a Sublicensee in consideration of the sublicense of the rights granted Company under Section 2.1., including without limitation license fees, royalties, milestone payments, and license maintenance fees, but excluding the following payments: (a) payments made in consideration for the issuance of equity or debt securities of Company at fair market value, and (b) payments specifically committed to the development of Licensed Products.
Sublicense Income means any payments that COMPANY or an AFHLIATE receives from a SUBLICENSEE in consideration of the sublicense of the rights granted COMPANY and AFFILIATES under Section 2.1, including without limitation license fees, milestone payments, license maintenance fees, and other payments, but specifically excluding (i) royalties on NET SALES, (ii) RESEARCH SUPPORT PAYMENTS, and (iii) payments made as consideration for debt or equity securities (excluding amounts in excess of the FAIR MARKET VALUE of such securities).
Sublicense Income means any consideration (including, without limitation, any licensing or optioning fees, or license maintenance fees, or milestone payments, and fair market value of any non-cash consideration) received by, or payable to, LICENSEE from any SUBLICENSEE, based in whole or in part on rights granted in a SUBLICENSE. SUBLICENSE INCOME excludes earned royalty payments but only to the extent such royalty payments are calculated using the same sales that generated payment of an earned royalty to the REGENTS pursuant to Paragraph 6.1.
Examples of Sublicense Income in a sentence
ROYALTY SUBLICENSE INCOME means the fair market cash value of any and all consideration received by LICENSEE from SUBLICENSEES under or otherwise in connection with its sublicenses, including without limitation license issue fees, option fees and other licensing fees, milestone payments, minimum annual royalties, equity or other payments of any kind whatsoever (but excluding Running Royalties paid for NET SALES by SUBLICENSEES), or any other consideration, irrespective of the form of payment.
More Definitions of Sublicense Income
Sublicense Income means consideration in any form received by Company and/or Company’s Affiliate(s) in connection with or otherwise attributable to a grant of a sublicense or any other right, license, privilege or immunity (regardless of whether such grantee is a “Sublicensee” as defined in this Agreement) to make, have made, use, have used, Sell or have Sold Products or Processes, but excluding consideration included within Net Sales. Sublicense Income shall include without limitation any license signing fee, license maintenance fee, unearned portion of any minimum royalty payment, distribution or joint marketing fee, research and development funding in excess of the cost of performing such research and development, and any consideration received for an equity interest in, extension of credit to or other investment in Company or Company’s Affiliates to the extent such consideration exceeds the fair market value of the equity or other interest received as determined by agreement of the Parties or by an independent appraiser mutually agreeable to the Parties.
Sublicense Income means consideration Licensee receives, directly or indirectly, from any Sublicensee in consideration of a Sublicense or otherwise in consideration of any of the rights granted to Licensee under this Agreement (including any option or contingent right to obtain a sublicense or other right), that is not an earned royalty a portion of which will be payable to Mount Sinai as provided in Section 4.1, including but not limited to any fixed fee, option fee, license fee, maintenance fee, milestone payment, unearned portion of any minimum royalty payment, equity, joint marketing fee, intellectual property cross license, settlement agreement, research and development funding in excess of Licensee’s budgeted cost of performing research and development activities expressly performed pursuant to a research plan and budget previously agreed to by Licensee and Sublicensee under a Sublicense, and any other property, consideration or thing of value given or exchanged for a sublicense or otherwise in consideration of any of the rights granted to Licensee under this Agreement, regardless of how Licensee and Sublicensee characterize such payments or consideration. Any earned royalty received by Licensee from a Sublicensee that is greater than the appropriate royalty listed in Section 4.1 hereunder will be considered Sublicense Income. For clarity and notwithstanding anything else in this Agreement, any consideration that does not meet the above definition of “Sublicense Income” solely because the Third Party receiving such consideration is not a Sublicensee, shall be considered Net Sales.
Sublicense Income means income received by Licensee or its Affiliates in consideration for a Sublicense or other agreement providing the right to negotiate for or obtain a Sublicense. Sublicense Income includes income received from a Sublicensee in the form of license issue fees, milestone payments and the like but specifically excludes […***…].
Sublicense Income means consideration received by LICENSEE or an AFFILIATE that is Reasonably Attributed to a grant by LICENSEE to any non-AFFILIATE third party or parties of a sublicense, cross-license, option, or other right, license, privilege or immunity under the LICENSED PATENTS to make, have made, use, sell, have sold, distribute, practice, import or export LICENSED PRODUCTS, but excluding consideration received based on sales. SUBLICENSE INCOME shall include without limitation any license signing fee, license maintenance fee, option fee or other payment pursuant to an option, unearned portion of any minimum royalty payment received by LICENSEE or an AFFILIATE, equity distribution or joint marketing fee, research and development funding and service fees in excess of customary full-time equivalent rates in the industry for performing similar research and development and services, in each case Reasonably Attributed to the grant of license, option or other right described and any consideration received for an equity interest in, extension of credit by or other investment in LICENSEE to the extent such consideration exceeds the fair market value of the equity or other interest as determined by an independent appraiser mutually agreeable to the parties. SUBLICENSE INCOME does not include consideration received: (a) from debt financing or sale of equity (including conditional equity such as options, warrants or convertible debt) at fair market value; (b) as reimbursement of patent prosecution and maintenance costs for the LICENSED PATENTS; and (c) for manufacture of LICENSED PRODUCTS at fair market price. For purposes of this definition, “Reasonably Attributed” means reasonably attributed by LICENSEE to any LICENSED PATENT under the applicable grant of rights (e.g., sublicense, cross-license, option, or other right, license, privilege or immunity) based on the relative fair market value of the LICENSED PATENT and any other intellectual property (including without limitation any patents, patent applications or trade secrets) that is the subject of the applicable grant of rights under the applicable agreement.
Sublicense Income means consideration that LICENSEE receives for the sublicense of rights that are granted LICENSEE under Article 2, including without limitation license fees, milestone payments, equity payments, up front fees, success fees, and license maintenance fees.
Sublicense Income means all amounts received by Cerulean or any of its Affiliates to the extent attributable to a license or sublicense granted to a Third Party of any of the Assigned Patent Rights, Licensed Patent Rights or Licensed Know-How (such Third Party, a “Sublicensee”), including upfront payments, annual maintenance fees, milestone payments (including for development, performance and sales milestones) and earned royalties, but:
Sublicense Income means any payments that COMPANY or an AFFILIATE receives from a SUBLICENSEE in consideration of the sublicense of the rights granted COMPANY and AFFILIATES under Section 2.1, including without limitation license fees, milestone payments (other than payment received for achievement of the milestones described below for which COMPANY has a milestone payment obligation to THE PARTIES), license maintenance fees, and other payments, but specifically excluding royalties on NET SALES and amounts received for achievement of the milestones described below for which COMPANY has a milestone payment obligation to THE PARTIES. Consideration for any and all sublicenses of the PATENT RIGHTS, LICENSED PRODUCTS, LICENSED PROCESSES, DISCOVERY PRODUCTS and/or THERAPEUTIC PRODUCTS shall be on commercially reasonable terms and conditions. In the event that non-monetary consideration is received for any sublicense of the PATENT RIGHTS, LICENSED PRODUCTS, LICENSED PROCESSES, DISCOVERY PRODUCTS and/or THERAPEUTIC PRODUCTS, SUBLICENSE INCOME shall be calculated based on the fair market value of such non-monetary consideration, including all elements of such consideration. SUBLICENSE INCOME specifically excludes payments to COMPANY or AFFILIATE from a SUBLICENSEE for the purposes of funding (or reimbursing for work to be conducted in the future) the costs of bona fide research and development of LICENSED PRODUCTS, LICENSED PROCESSES, DISCOVERY PRODUCTS and/or THERAPEUTIC PRODUCTS and that are expressly intended only to fund or pay (i) the purchase or use of equipment, supplies, products or services, or (ii) the use of employees and/or consultants to achieve a research or development goal, or (iii) for funding clinical trials, as indicated by their inclusion as specific line items in a written agreement between COMPANY (or AFFILIATE) and the SUBLICENSEE. Said payments must be actually used to pay for research and/or development by COMPANY relating directly to LICENSED PRODUCTS, LICENSED PROCESSES, DISCOVERY PRODUCTS and/or THERAPEUTIC PRODUCTS, which work is to be performed by or for COMPANY after the date of the sublicense agreement. Results of said research and/or development must to be reported to THE PARTIES and must be performed at a total cost that does not exceed COMPANY’s direct costs. Notwithstanding the foregoing, payments for research and/or development received from a SUBLICENSEE which are in excess of **** of the total consideration received by COMPANY from that SUBLICE...