Sublicense Receipts

Sublicense Receipts. Means any payments or other consideration that Company or any of its Affiliates actually receives from a Sublicensee in consideration for the Sublicense including, without limitation, royalties (including royalties calculated on the basis of sales), milestone payments, license fees, and license maintenance fees. For the avoidance of doubt, Sublicense Receipts shall not include payments received as equity or debt financing in the Company or its Affiliates, or in reimbursement of patent expenses.... In the event that Company or an Affiliate of Company receives non-cash consideration from a Sublicensee or in the case of transactions not at arm's length, Sublicense Receipts shall be calculated based on the fair market value of such consideration or transaction, at the time of the transaction, assuming an arm's length transaction made in the ordinary course of business. Moreover, any payment received by the Company from any Person in consideration for any standstill or similar obligation not to grant any of the rights described in clause (a) or (b) of Section 1.34 shall be deemed as Sublicense Receipts. View More

Sublicense Receipts. Shall mean any payments or other consideration that the Company and its Affiliates receive, with the exception of royalties based on Net Sales, in connection with a Sublicense, including without limitation license fees, license option fees, milestone payments, license maintenance fees, and equity, provided that in the event that the Company receives non-monetary consideration in connection with a Sublicense, or in the case of transactions not at arm's length, Sublicense Receipts shall be... calculated based on the fair market value of such consideration or transaction, assuming an arm's length transaction made in the ordinary course of business. Notwithstanding the foregoing, "Sublicense Receipts" shall not include equity investments in the Company or its Affiliates to the extent made at fair market value (if the investment exceeds the fair market value, only the excess amount will be treated as "Sublicense Receipts"). For the purpose of the foregoing, the "fair market value" of an entity's equity securities shall be determined as follows: (i) if the shares of the relevant entity are not traded on a stock exchange or over the counter market, the value of such equity securities as determined in good faith by the Company's Board of Directors, having regard to the value most recently paid by a third party for shares of such entity, and (ii) if the shares of the relevant entity are traded on a stock exchange or over the counter, the average closing price of such shares on the fifteen (15) trading days prior to the closing of the equity transaction. The term "Sublicense Receipts" shall not include funds that are designated for research and development of Products and/or performance of clinical trials of Products in accordance with the Sublicense agreement and that are actually expended on research and development of Products and/or performance of clinical trials of Products in accordance with a written development plan and budget as evidences in the Company's written records. View More