CORPORATE PARTNER INCOME. Any payments that COMPANY or an AFFILIATE or SUBLICENSEE receives from a CORPORATE PARTNER in consideration of any of the rights described in Section 2 (Grant of Rights), including without limitation fees, milestone payments (only to the extent that payments received exceed milestones payment obligations of COMPANY under Section 4.1(d), agreement maintenance fees, and other payments for LICENSED PRODUCTS, LICENSED PROCESSES, or IDENTIFIED PRODUCTS. Consideration for any and all corporate... partnerships 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, or IDENTIFIED PRODUCTS, CORPORATE PARTNER INCOME shall be calculated based on the fair market value of such non-monetary consideration, including all elements of such consideration. CORPORATE PARTNER INCOME specifically excludes payments to COMPANY or AFFILIATE from a CORPORATE PARTNER 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 CORPORATE PARTNER. 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 CORPORATE PARTNERSHIP 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 CORPORATE PARTNER which are in excess of **** of the total consideration received by COMPANY from that CORPORATE PARTNER in any calendar year shall be included in the definition of CORPORATE PARTNER INCOME, unless otherwise approved at the time of execution of the relevant CORPORATE PARTNER agreement by THE PARTIES, such approval not to be unreasonably withheld. CORPORATE PARTNER INCOME specifically excludes payments made by CORPORATE PARTNER as consideration for the issuance of equity or debt securities of the COMPANY at Fair-Market Value, as defined herein, (Equity); provided that, if a CORPORATE PARTNER pays more than Fair-Market Value for equity or debt securities, then the portion in excess of Fair-Market Value will be considered CORPORATE PARTNER INCOME.View More
CORPORATE PARTNER INCOME. Any payments that COMPANY or an AFFILIATE receives from a non-SUBLICENSEE third party in consideration of COMPANY'S practice of the PATENT RIGHTS on behalf of such third party, except for (i) RESEARCH SUPPORT PAYMENTS, and (ii) payments made as consideration for debt or equity securities (excluding amounts in excess of the FAIR MARKET VALUE of such securities).
