Common use of In respect to Clause in Contracts

In respect to. sublicenses granted by Licensee under 2.2.1 above, Licensee shall pay to UFRF [***]. In addition, if Licensee receives any fees, minimum royalties, or other payments in consideration for any rights granted under a sublicense, and such payments are not based directly upon the amount or value of Licensed Products and/or Licensed Processes sold by the Sublicensee, then: (i) if such sublicense occurs within [***] of the Effective date Licensee shall pay UFRF [***] percent ([***]%) of such payments; (ii) [***] percent ([***]%) of such payments if sublicense occurs after [***] but less than [***] from the Effective Date; or (iii) [***] percent ([***]%) if sublicense occurs after [***] from the Effective Date, all of which shall be paid in the manner specified in Section 4.5; provided, that this Section 2.2.2 shall not apply to: (1) equity investments in Licensee by a Sublicensee up to the amount of the fair market [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. value of the equity purchased on the date of the investment; (2) loan proceeds paid to Licensee by a Sublicensee in full recourse debt financing; (3) sponsored research funding for future research paid to Licensee by a Sublicensee in a bona fide transaction; or (4) payments directly attributable to supplying goods (at no more than actual manufacturing cost) or services (at no more than actual direct labor and out-of-pocket costs to Licensee) to such Sublicensee to enable their practice of such sublicense. Licensee shall not receive from Sublicensees [***] under this Agreement [***].

In respect to. sublicenses granted by Licensee under 2.2.1 above, Licensee shall pay to UFRF [***]. In addition, if Licensee receives any fees, minimum royalties, or other payments in consideration for any rights granted under a sublicense, and such payments are not based directly upon the amount or value of Licensed Products and/or Licensed Processes sold by the Sublicensee, then: (i) if such sublicense occurs within [***] of the Effective date Licensee shall pay UFRF [***] percent ([***]%) of such payments; (ii) [***] percent ([***]%) [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of such payments if sublicense occurs after [***] but less than [***] from the Effective Date; or (iii) [***] percent ([***]%) if sublicense occurs after [***] from the Effective Date, all of which shall be paid in the manner specified in Section 4.5; provided, that this Section 2.2.2 shall not apply to: (1) equity investments in Licensee by a Sublicensee up to the amount of the fair market [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. value of the equity purchased on the date of the investment; (2) loan proceeds paid to Licensee by a Sublicensee in full recourse debt financing; (3) sponsored research funding for future research paid to Licensee by a Sublicensee in a bona fide transaction; or (4) payments directly attributable to supplying goods (at no more than actual manufacturing cost) or services (at no more than actual direct labor and out-of-pocket costs to Licensee) to such Sublicensee to enable their practice of such sublicense. Licensee shall not receive from Sublicensees [***] under this Agreement [***]without the express prior written permission of UFRF whose permission shall not be unreasonably withheld.