Portions of this agreement (indicated by [***]) have been omitted as the Registrant has determined that: (i) the omitted information is not material; and (ii) the omitted information is the type that the Registrant treats as private or confidential.
|4. || |
Section 1s is hereby deleted in its entirety and replaced with the following:
Technical Information shall mean any know-how, technical information and data developed by Columbia by or under the direction of [***] prior to the Amendment Effective Date and provided to or received by Company, which know-how, technical information and data are necessary or useful for the discovery, development, manufacture, use, sale, offering for sale, importation, exportation, distribution, rental or lease of a Product, including, without limitation, (i) any know-how, technical information and data disclosed in any Patent or (ii) any reports or disclosures concerning research or inventions provided or disclosed to, or otherwise received by, Company. Technical Information shall include, but is not limited to, the information set forth in Exhibit B hereto.
|5. || |
Section 4d is hereby deleted in its entirety and replaced with the following:
Sublicense Payments. In consideration of Companys right to grant sublicenses under Section 2b, Company shall pay to Columbia [***] of any Sublicense Income received by Company from Companys Sublicensees. For purposes of this Section 4d, Sublicense Income shall mean [***]. Notwithstanding the foregoing, Sublicense Income will [***].
Each mention in the Agreement of Other Sublicensee Revenue will now be deemed to be a reference to Sublicense Income.
|6. || |
Section 4e shall be amended by adding the following language to the end of the provision: In the event a Developer develops a Subsequent Product for potential commercial sale in the Territory, Company shall pay to Columbia the nonrefundable, non-recoverable Developer Milestone Payments set forth in Section 4e(iv) (vi) with respect to the Subsequent Product to reach each milestone or when the milestone is first achieved by a Subsequent Product, as applicable. Subsequent Product as used in this Section 4(e) means a Product that (i) is Covered by a Valid Claim of a Patent resulting from [***] or (ii) uses or incorporates any information, data or subject matter disclosed in any patent application resulting from [***], to the extent that such information, data or subject matter is not specifically or expressly disclosed in any patent application resulting from [***]. The Parties agree that the disclosure of a genus in a patent application resulting from [***] does not constitute a specific or express disclosure of a species within said genus.
The Parties agree that if a Subsequent Product is the first Product to achieve the milestones set forth in Section 4e(i) (vi), the Company shall pay to Columbia the non-refundable, non-recoverable Developer Milestone Payments corresponding to such milestones. No further Developer Milestone Payments shall be due for any Product that subsequently achieves the milestones set forth in Section 4e(i) (iii);