Transaction Payments. (a) Within [***] before or after the signing of any transaction that will (or could) give rise to any [***] payment in excess of [***] Dollars ($[***]) (a “Qualifying Transaction”), Licensee will notify Aerpio of such Qualifying Transaction and provide Aerpio under confidentiality with (i) documentation regarding the nature and amount of any Transaction Payments, including any upfront payments, (ii) Licensee’s good faith calculation of the amount and projected payment dates of those Transaction Payments, (iii) a calculation of [***] of the Transaction Payments (including the projected payment dates), with the only reductions allowed from such [***] as permitted by Sections 1.51 and 6.4(d), or for taxes pursuant to Section 6.5(e), in each case if applicable (such [***] of those Transaction Payments, the “[***]”), (iv) the expected date of the signing of such transaction, or if the signing has already occurred, the expected closing of such transaction, and (v) notification of whether Licensee is exercising its option pursuant to Section 6.4(b). (b) For any Qualifying Transaction, Licensee shall have the option in its sole discretion to pay Aerpio the greater of (1) [***] Dollars ($[***]) or (2) the [***] of any upfront Transaction Payment, within [***] days after closing the Qualifying Transaction (or such earlier or later date when such upfront Transaction Payment is received (directly or indirectly) by or on behalf of Licensee, its Affiliates, or equity or other security holders (or former equity or other security holders) of Licensee or any of its Affiliates), and Aerpio will no longer be paid any amounts under Sections 6.2 and 6.3 accruing after the notification is provided to Aerpio pursuant to Section 6.4(a), subject to such Qualifying Transaction closing and (i) Licensee providing to Aerpio all of the final documentation regarding such transaction, (ii) Aerpio receiving all of the [***] for such Qualifying Transaction (but subject to and based upon the last sentence of this Section 6.4(b)), and (iii) if applicable, the Parties compliance with Section 6.4(d). To the extent the actual upfront Transaction Payment for such transaction is less than [***] Dollars ($[***]), the portion of such [***] Dollars ($[***]) payment that is in excess of the [***] of such upfront Transaction Payment shall be creditable against any future [***] payments arising from any future Transaction Payments received (directly or indirectly) by or on behalf of Licensee, its Affiliates, or equity or other security holders (or former equity or other security holders) of Licensee or any of its Affiliates for such Qualifying Transaction. In the event that License exercises *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. its option under this Section 6.4(b), Licensee is obligated to pay, and will pay, to Aerpio such [***] for such Qualifying Transaction, but only as and within [***] of any Transaction Payments for such Qualifying Transaction actually being received (directly or indirectly) by or on behalf of Licensee or its Affiliates or such equity or other security holders (or former equity or other security holders). (c) For any Qualifying Transaction for which Licensee does not exercise its rights pursuant to Section 6.4(b), within [***] following the notification pursuant to Section 6.4(a), Aerpio will have the option in its sole discretion to elect by written notice to Licensee to be paid the [***], and upon making such election, and provided that Aerpio is paid at least [***] percent ([***]%) of the [***] of the upfront payment amount provided pursuant to clause 6.4(a)(i), then Aerpio’s election will be irrevocable and Aerpio will no longer be paid any amounts under Sections 6.2 and 6.3 accruing after the notification is provided to Aerpio pursuant to Section 6.4(a), subject to such Qualifying Transaction closing and (i) Licensee providing to Aerpio all of the final documentation regarding such transaction and (ii) Aerpio receiving all of the [***] for such Qualifying Transaction (but subject to and based upon the last sentence of this Section 6.4(c)), and (iii) if applicable, the Parties compliance with Section 6.4(d). In the event that Licensor exercises its option under this Section 6.4(c) to receive the applicable [***], Licensee is obligated to pay, and will pay, to Aerpio such [***] for such Qualifying Transaction, but only as and within [***] of any Transaction Payments for such Qualifying Transaction actually being received (directly or indirectly) by or on behalf of Licensee or its Affiliates or such equity or other security holders (or former equity or other security holders). (d) If Licensee is reasonably of the view that any transaction subject to Section 6.4 includes consideration attributable to any physical assets, leases or inventory, or pharmaceutical products or drug candidates in addition to consideration attributable to the Licensed Compound and Licensed Products[***] the portion of the consideration reasonably attributable to the Licensed Compound and Licensed Products that will be the amount of the Transaction Payment that is subject to such [***] payment to Aerpio. If Licensee elects to exercise its option in Section 6.4(b), [***] on the portion of the consideration reasonably attributable to the Licensed Compound and Licensed Products that will be the amount of the Transaction Payment that is subject to such [***] payment to Aerpio [***]. If the parties cannot agree on the [***]. (e) Notwithstanding the foregoing in this Section 6.4, if the ultimate parent Affiliate of Licensee undergoes a Change of Control (where the reference to “Party” in such “Change of Control” definition refers to such parent entity), Licensee may by written notice to Aerpio notify Aerpio that this Section 6.4 will not apply to such Change of Control [***]. (f) All such payments to Aerpio under this Section 6.4 will be [***] For clarity, Aerpio shall not be entitled to receive any [***] payments for any transaction that is not a Qualifying Transaction.
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Transaction Payments. (a) Within [***] before or after the signing of any transaction that will (or could) give rise to any [***] payment in excess of [***] Dollars ($[***]) (a “Qualifying Transaction”), Licensee will notify Aerpio of such Qualifying Transaction and provide Aerpio under confidentiality with (i) documentation regarding the nature and amount of any Transaction Payments, including any upfront payments, (ii) Licensee’s good faith calculation of the amount and projected payment dates of those Transaction Payments, (iii) a calculation of [***] of the Transaction Payments (including the projected payment dates), with the only reductions allowed from such [***] as permitted by Sections 1.51 and 6.4(d), or for taxes pursuant to Section 6.5(e), in each case if applicable (such [***] of those Transaction Payments, the “[***]”), (iv) the expected date of the signing of such transaction, or if the signing has already occurred, the expected closing of such transaction, and (v) notification of whether Licensee is exercising its option pursuant to Section 6.4(b).
(b) For any Qualifying Transaction, Licensee shall have the option in its sole discretion to pay Aerpio the greater of (1) [***] Dollars ($[***]) or (2) the [***] of any upfront Transaction Payment, within [***] days after closing the Qualifying Transaction (or such earlier or later date when such upfront Transaction Payment is received (directly or indirectly) by or on behalf of Licensee, its Affiliates, or equity or other security holders (or former equity or other security holders) of Licensee or any of its Affiliates), and Aerpio will no longer be paid any amounts under Sections 6.2 and 6.3 accruing after the notification is provided to Aerpio pursuant to Section 6.4(a), subject to such Qualifying Transaction closing and (i) Licensee providing to Aerpio all of the final documentation regarding such transaction, (ii) Aerpio receiving all of the [***] for such Qualifying Transaction (but subject to and based upon the last sentence of this Section 6.4(b)), and (iii) if applicable, the Parties compliance with Section 6.4(d). To the extent the actual upfront Transaction Payment for such transaction is less than [***] Dollars ($[***]), the portion of such [***] Dollars ($[***]) payment that is in excess of the [***] of such upfront Transaction Payment shall be creditable against any future [***] payments arising from any future Transaction Payments received (directly or indirectly) by or on behalf of Licensee, its Affiliates, or equity or other security holders (or former equity or other security holders) of Licensee or any of its Affiliates for such Qualifying Transaction. In the event that License exercises *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. its option under this Section 6.4(b), Licensee is obligated to pay, and will pay, to Aerpio such [***] for such Qualifying Transaction, but only as and within [***] of any Transaction Payments for such Qualifying Transaction actually being received (directly or indirectly) by or on behalf of Licensee or its Affiliates or such equity or other security holders (or former equity or other security holders).
(c) For any Qualifying Transaction for which Licensee does not exercise its rights pursuant to Section 6.4(b), within [***] following the notification pursuant to Section 6.4(a), Aerpio will have the option in its sole discretion to elect by written notice to Licensee to be paid the [***], and upon making such election, and provided that Aerpio is paid at least [***] percent ([***]%) of the [***] of the upfront payment amount provided pursuant to clause 6.4(a)(i), then Aerpio’s election will be irrevocable and Aerpio will no longer be paid any amounts under Sections 6.2 and 6.3 accruing after the notification is provided to Aerpio pursuant to Section 6.4(a), subject to such Qualifying Transaction closing and (i) Licensee providing to Aerpio all of the final documentation regarding such transaction and (ii) Aerpio receiving all of the [***] for such Qualifying Transaction (but subject to and based upon the last sentence of this Section 6.4(c)), and (iii) if applicable, the Parties compliance with Section 6.4(d). In the event that Licensor exercises its option under this Section 6.4(c) to receive the applicable [***], Licensee is obligated to pay, and will pay, to Aerpio such [***] for such Qualifying Transaction, but only as and within [***] of any Transaction Payments for such Qualifying Transaction actually being received (directly or indirectly) by or on behalf of Licensee or its Affiliates or such equity or other security holders (or former equity or other security holders).
(d) If Licensee is reasonably of the view that any transaction subject to Section 6.4 includes consideration attributable to any physical assets, leases or inventory, or pharmaceutical products or drug candidates in addition to consideration attributable to the Licensed Compound and Licensed Products, [***] ], the portion of the consideration reasonably attributable to the Licensed Compound and Licensed Products that will be the amount of the Transaction Payment that is subject to such [***] payment to Aerpio. If Licensee elects to exercise its option in Section 6.4(b), [***] on the portion of the consideration reasonably attributable to the Licensed Compound and Licensed Products that will be the amount of the Transaction Payment that is subject to such [***] payment to Aerpio [***]. If the parties cannot agree on the [***].
(e) Notwithstanding the foregoing in this Section 6.4, if the ultimate parent Affiliate of Licensee undergoes a Change of Control (where the reference to “Party” in such “Change of Control” definition refers to such parent entity), Licensee may by written notice to Aerpio notify Aerpio that this Section 6.4 will not apply to such Change of Control [***].
(f) All such payments to Aerpio under this Section 6.4 will be [***] For clarity, Aerpio shall not be entitled to receive any [***] payments for any transaction that is not a Qualifying Transaction.
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Transaction Payments. (a) Within [***] before or after the signing of any transaction that will (or could) give rise to any [***] payment in excess of [***] Dollars ($[***]) (a “Qualifying Transaction”), Licensee will notify Aerpio of such Qualifying Transaction and provide Aerpio under confidentiality with (i) documentation regarding the nature and amount of any Transaction Payments, including any upfront payments, (ii) Licensee’s good faith calculation of the amount and projected payment dates of those Transaction Payments, (iii) a calculation of [***] of the Transaction Payments (including the projected payment dates), with the only reductions allowed from such [***] as permitted by Sections 1.51 and 6.4(d), or for taxes pursuant to Section 6.5(e), in each case if applicable (such [***] of those Transaction Payments, the “[***]”), (iv) the expected date of the signing of such transaction, or if the signing has already occurred, the expected closing of such transaction, and (v) notification of whether Licensee is exercising its option pursuant to Section 6.4(b).
(b) For any Qualifying Transaction, Licensee shall have the option in its sole discretion to pay Aerpio the greater of (1) [***] Dollars ($[***]) or (2) the [***] of any upfront Transaction Payment, within [***] days after closing the Qualifying Transaction (or such earlier or later date when such upfront Transaction Payment is received (directly or indirectly) by or on behalf of Licensee, its Affiliates, or equity or other security holders (or former equity or other security holders) of Licensee or any of its Affiliates), and Aerpio will no longer be paid any amounts under Sections 6.2 and 6.3 accruing after the notification is provided to Aerpio pursuant to Section 6.4(a), subject to such Qualifying Transaction closing and (i) Licensee providing to Aerpio all of the final documentation regarding such transaction, (ii) Aerpio receiving all of the [***] for such Qualifying Transaction (but subject to and based upon the last sentence of this Section 6.4(b)), and (iii) if applicable, the Parties compliance with Section 6.4(d). To the extent the actual upfront Transaction Payment for such transaction is less than [***] Dollars ($[***]), the portion of such [***] Dollars ($[***]) payment that is in excess of the [***] of such upfront Transaction Payment shall be creditable against any future [***] payments arising from any future Transaction Payments received (directly or indirectly) by or on behalf of Licensee, its Affiliates, or equity or other security holders (or former equity or other security holders) of Licensee or any of its Affiliates for such Qualifying Transaction. In the event that License exercises *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. its option under this Section 6.4(b), Licensee is obligated to pay, and will pay, to Aerpio such [***] for such Qualifying Transaction, but only as and within [***] of any Transaction Payments for such Qualifying Transaction actually being received (directly or indirectly) by or on behalf of Licensee or its Affiliates or such equity or other security holders (or former equity or other security holders).
(c) For any Qualifying Transaction for which Licensee does not exercise its rights pursuant to Section 6.4(b), within [***] following the notification pursuant to Section 6.4(a), Aerpio will have the option in its sole discretion to elect by written notice to Licensee to be paid the [***], and upon making such election, and provided that Aerpio is paid at least [***] percent ([***]%) of the [***] of the upfront payment amount provided pursuant to clause 6.4(a)(i), then Aerpio’s election will be irrevocable and Aerpio will no longer be paid any amounts under Sections 6.2 and 6.3 accruing after the notification is provided to Aerpio pursuant to Section 6.4(a), subject to such Qualifying Transaction closing and (i) Licensee providing to Aerpio all of the final documentation regarding such transaction and (ii) Aerpio receiving all of the [***] for such Qualifying Transaction (but subject to and based upon the last sentence of this Section 6.4(c)), and (iii) if applicable, the Parties compliance with Section 6.4(d). In the event that Licensor exercises its option under this Section 6.4(c) to receive the applicable applicable[***], Licensee is obligated to pay, and will pay, to Aerpio such [***] for such Qualifying Transaction, but only as and within [***] of any Transaction Payments for such Qualifying Transaction actually being received (directly or indirectly) by or on behalf of Licensee or its Affiliates or such equity or other security holders (or former equity or other security holders).
(d) If Licensee is reasonably of the view that any transaction subject to Section 6.4 includes consideration attributable to any physical assets, leases or inventory, or pharmaceutical products or drug candidates in addition to consideration attributable to the Licensed Compound and Licensed Products, [***] ], the portion of the consideration reasonably attributable to the Licensed Compound and Licensed Products that will be the amount of the Transaction Payment that is subject to such [***] payment to Aerpio. If Licensee elects to exercise its option in Section 6.4(b), [***] on the portion of the consideration reasonably attributable to the Licensed Compound and Licensed Products that will be the amount of the Transaction Payment that is subject to such such[***] payment to Aerpio [***]. If the parties cannot agree on the [***].
(e) Notwithstanding the foregoing in this Section 6.4, if the ultimate parent Affiliate of Licensee undergoes a Change of Control (where the reference to “Party” in such “Change of Control” definition refers to such parent entity), Licensee may by written notice to Aerpio notify Aerpio that this Section 6.4 will not apply to such Change of Control Control, [***].
(f) All such payments to Aerpio under this Section 6.4 will be [***] ]. For clarity, Aerpio shall not be entitled to receive any [***] payments for any transaction that is not a Qualifying Transaction.
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