Sublicensing Revenues

Sublicensing Revenues. Means amounts (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 the Licensee from any Sublicensee under a sublicense of the Licensee's rights under this Agreement, provided that Sublicensing Revenues will not include amounts received by or payable to the Licensee that are reasonably and fairly attributable to any of the following to the extent that... each is bona fide. View More

Sublicensing Revenues. Means any and all upfront fees, milestone fees, and other consideration received by a Party or its Affiliates to the extent attributable to the grant or maintenance by a Party or its Affiliates of a sublicense of or under any licenses held hereunder by such Party, except that the following shall not be included in Sublicensing Revenues: royalties or other contingent payments based on sales that would be included in the calculation of Net Selling Price; bona fide, non-contingent portion of the... price of Licensed Products; bona fide equity investments at the then-current market value; support or other funding to the extent directed at the further development of one or more Licensed Products under forward-looking, defined research or development budgets; and any amounts received pursuant to the Government Grant Process. View More

Sublicensing Revenues. The term "Sublicensing Revenues" shall mean all amounts actually received by Licensee and its Affiliates from any Sublicensee or Commercial Partner, in consideration of the grant by Licensee or its Affiliate of a sublicense or other distribution or marketing rights under the Licensed Technology. Without limiting the generality of the foregoing, Sublicensing Revenues shall include, without limitation, all up-front fees, license fees, milestone payments, technology access fees, premiums above the... fair market value on sales of debt or equity securities of Licensee or of an Affiliate, annual maintenance fees, and any other payments with respect to the grant of a sublicense or distribution or marketing rights. Sublicensing Revenues include amounts received from a Sublicensee or Commercial Partner under the terms of the agreement in which the sublicense or other distribution or marketing rights are granted and under the terms of other agreements entered into between Licensee or its Affiliate and the Sublicensee or Commercial Partner as part of the same transaction as the agreement that includes the grant of the sublicense or other distribution or marketing rights. However, Sublicensing Revenues shall exclude: (i) [...***...]; (ii) [...***...]; (iii) [...***...]; and (iv) [...***...] [...***...]. View More

Sublicensing Revenues. Means amounts (including, without limitation, any licensing fee or upfront fee for an option to a sublicense (but only the lesser of [***] dollars ($[***]) or [***]% of the pro rata portion of such optioning fee attributable to the relative value of the Patent Rights compared to the other intellectual property rights and material that may be the subject of such optioning fee), license maintenance fees, or milestone payments, and fair market value of any non-cash consideration), received by or... payable to the Licensee from any Sublicensee in consideration of the grant of a sublicense of the Licensee's rights under this Agreement; provided that Sublicensing Revenues will not include amounts received by or payable to the Licensee that are reasonably and fairly attributable to any of the following to the extent that each is bona fide: [***]. In addition, to the extent that a payment is made under a sublicense agreement that grants both a sublicense under the Patent Rights and a license or sublicense under intellectual property rights or materials not licensed to Licensee under this Agreement, then a pro rata portion of such payment will be considered Sublicensing Revenue which pro rata portion will be calculated based on the relative value of the Patent Rights as compared to the other intellectual property rights and material licensed or sublicensed by Licensee under such sublicense agreement in consideration for which such payment was made. Licensee will provide The Regents with written justification for such calculation of the Sublicensing Revenue and the parties will discuss such calculation in good faith. View More

Sublicensing Revenues. Amounts (including, without limitation, any [***], received by or payable to the Licensee from any Sublicensee in consideration for the rights granted under a sublicense of the Licensee's rights under this Agreement, provided that Sublicensing Revenues will not include amounts received by or payable to the Licensee that are reasonably and fairly attributable to any of the following to the extent that each is bona fide: (a) [***] of the Licensee, (b) amounts received by the Licensee as the [***]... of the Licensee; (c) reimbursements to the Licensee of [***]; (d) reimbursement to the Licensee for [***] after the Effective Date of this Agreement, on the basis of [***]. View More