Sublicensing Consideration

Sublicensing Consideration. All consideration, including but not limited to upfront fees, milestone payments, maintenance fees, non cash consideration, and premiums over Fair Market Value of stock, but excluding royalties, payable by each Sublicensee and attributable to the grant of a Sublicense. For avoidance of doubt, the following are not deemed to be Sublicensing Consideration: (A) consideration paid to Company by Sublicensees for the performance of bona fide product development work, research work, clinical studies... and regulatory approvals performed by Company, pursuant to and as supported by an express agreement including a performance plan and commensurate budget; (B) payments made as consideration for the issuance of equity or debt securities of Company at fair market value; and (C) contractually required reimbursement of payment amounts otherwise due under this Agreement from Company to University for Patent Expenses pursuant to Section A4 (Patent Expense Payment); and (D) to the extent a milestone under Section A3.5 (Financial Milestones) of this Agreement is met by the Sublicensee, any pass-through payment to Company that ultimately comes to University for such milestone payment. View More

Sublicensing Consideration. Any and all consideration, including but not limited to upfront fees, milestone payments, maintenance fees, [***], but excluding [***] For avoidance of doubt, Sublicensing Consideration shall not include (i) proceeds reasonably attributable to [***], and (ii) payments to Company by Sublicensees for the performance of bona fide product development work, research work, clinical studies and regulatory approvals, in each case to the extent such activities are performed pursuant to an express... agreement, and such payments are at [***]. View More