ROYALTY TRANSFER AGREEMENT
This Royalty Transfer Agreement (the Agreement) is made and entered into on [date] (the Effective Date), by and between [Cullinan Asset Subsidiary], a Delaware corporation (the Company), MPM Oncology Charitable Foundation, Inc., a Massachusetts charitable foundation (the MPM Charitable Foundation) and the UBS Optimus Foundation, a Swiss charitable foundation (Optimus, and together with the MPM Charitable Foundation, each a Charitable Foundation and together the Charitable Foundations).
WHEREAS, certain investors of the Company have requested that the Company enter into this Agreement providing for the transfer of 1.0% of Net Sales on the terms and conditions outlined below; and
WHEREAS, the Company is willing to enter into this Agreement in connection with such request.
NOW, THEREFORE, the Company, the MPM Charitable Foundation and Optimus agree as follows:
Section 1: Definitions
Definitions. The following terms, as used herein, have the following meanings:
Affiliate shall mean any legal entity (such as a corporation, partnership, limited liability company, etc.) that is directly or indirectly controlled by, or is under common control with, the Company. For the purposes of this definition, control shall mean direct or indirect (i) beneficial ownership of at least 50% of the voting securities of a legal entity, or (ii) a 50% or greater interest in the net assets or profits of a legal entity.
Bad Debt shall mean any amounts booked as such on the Companys financial statements, prepared in accordance with GAAP.
Company IP shall mean (a) any invention and/or (b) any patents and/or patent applications in each case which is in whole or in part developed by, or otherwise becomes owned or controlled by, the Company.
Company Products shall mean any product developed or owned by the Company requiring pre-market regulatory approval, provided that any product developed or owned by the Company that references, practices or incorporates, or (if such intellectual property was not owned or controlled by the Company), would infringe, only Post-IPO IP shall not be deemed a Company Product hereunder. Further, notwithstanding anything to the contrary herein, for the avoidance of doubt, Company Products shall not include any products that are discovered, developed, manufactured and/or commercialized by or on behalf of, or are covered by intellectual property (whether or not patentable) of, any person or entity that is an acquiror or merger partner of Company, becomes an Affiliate or successor of the Company by reason of any transaction in connection with the sale of all or substantially all of the stock and/or assets of the Company related to such product (such transaction, an Acquisition), or an assignee of this Agreement in