Common use of Initial License Fee Clause in Contracts

Initial License Fee. As initial consideration for the grant of rights set forth herein, AVROBIO will (a) pay to BioMarin a non-creditable, non-refundable initial license fee of five hundred thousand Dollars ($500,000), payable within [***] of the Effective Date, and (b) on or before the Preferred Stock Financing Deadline, issue to BioMarin that number of shares of Preferred Stock equal to five hundred thousand Dollars ($500,000) divided by the Preferred Stock Issuance Price, rounded to the nearest whole share, for no additional cash but otherwise on the same terms and conditions at which such shares of Preferred Stock were sold by AVROBIO to the other investor(s) in the Preferred Stock Financing. As a condition to its receipt of any Preferred Stock, BioMarin will enter into AVROBIO’s investor rights agreement, voting agreement, and right of first refusal and co-sale agreement, or other similar agreements, all on the same terms and conditions as the other investor(s) in the Preferred Stock Financing. [***]. Notwithstanding clause (b) above, in the event AVROBIO completes a Change of Control prior to the closing of the Preferred Stock Financing, then AVROBIO will pay to BioMarin a non-creditable, non-refundable payment of [***], in cash, payable within [***] of the date on which such Change of Control becomes effective and will not have the right to issue shares of Preferred Stock to BioMarin as set forth in clause (b) above. Unless a Change of Control has occurred prior to such time. AVROBIO shall notify BioMarin of the completion of the Preferred Stock Financing within [***] after such completion and shall notify BioMarin of any failure to complete the Preferred Stock Financing no later than [***] following the Preferred Stock Financing Deadline. In the event AVROBIO does not complete the Preferred Stock Financing by the Preferred Stock Financing Deadline and has not completed a Change of Control, then AVROBIO shall pay to BioMarin a non-creditable, non-refundable license fee of [***] within [***] of the Preferred Stock Financing Deadline in lieu of the obligation to issue Preferred Stock set forth in clause (b) above.