TPTX » Topics » 4.5 Alternative Royalty and Sublicense Fee.

This excerpt taken from the TPTX 8-K filed Oct 10, 2006.
4.5          Alternative Royalty and Sublicense Fee. Notwithstanding anything to the contrary in Sections 4.3 and 4.4, in the event that Neurogenetics or its Affiliates sublicenses its rights with respect to Licensed Product or Additional Product to a Sublicensee in any given jurisdiction after the initiation of the first Phase III Clinical Trial for Licensed Product or

 


***   Confidential Treatment Requested

 

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Additional Product in the U.S., LSRI shall receive royalties on Net Sales in such jurisdiction and payment on Sublicense Fees received from such Sublicensee according to one (1) of the following payment structures, as selected by LSRI upon written notice to Neurogenetics within [***]  ([***]) days of receipt of information with respect to the sublicense provided by Neurogenetics pursuant to Section 3.2:

 

(a)           a royalty of [***] percent ([***] %) of Net Sales of Licensed Product or Additional Product in such jurisdiction (subject to Section 4.7(a)) and [***] percent ([***] %) of the Sublicense Fee received from such Sublicensee;

 

(b)           a royalty of [***] percent ([***] %) of Net Sales of Licensed Product or Additional Product in such jurisdiction (subject to Section 4.7(a)) and [***] percent ([***] %) of the Sublicense Fee received from such Sublicensee; or

 

(c)           [***] percent ([***] %) of the Sublicense Fee received from such Sublicensee.

 

In the event [***] does not provide written notice of its selection under this Section 4.5 within the required [***] ([***]) day period [***] will be deemed to have selected the payment structure in Section 4.5(a). Royalties payable under this Section 4.5 shall be payable during the Royalty Term.

 

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