Sublicensing Royalties

Sublicensing Royalties. Means all sales-based running royalties received by BDSI or its Affiliates from any Third Party following the Effective Date as consideration for the grant of a license by Parent, Arius, or any Affiliate of either of the foregoing to such Third Party to commercialize the Royalty Product, and paid based on such Third Party's commercial sales of Royalty Product, provided that Sublicensing Royalties shall specifically exclude (i) upfront, license, maintenance, development milestone, commercial... milestone, and similar payments to the extent that such payment is not in lieu of commercial sales of the Royalty Product or subject to recapture or refund based on future commercial sales of the Royalty Product, (ii) purchases of equity or debt of Arius, Parent, or any Affiliate of either of the foregoing, (iii) payments made in connection with research and development agreements, joint ventures, partnerships or collaboration agreements where Arius, Parent, or an Affiliate of either of the foregoing is obligated to perform research and development of any Royalty Product(s), and (iv) other payments made by a sublicensee as consideration for Arius', Parent's, or any of their Affiliate's performance of services or provision of goods including but not limited to clinical trial materials and product placebos. View More