Sharing of Licensing Revenues. Assignee shall pay to Assignor […​…] of Licensing Revenues. Payments under this [Section 3.5] with respect to Licensing Revenues received under a license agreement with a given Third Party Licensee shall be payable until the expiration of the last-to-expire Valid Claim of the Patent Rights in all countries in which the license under such Patent Rights has been granted.

Licensing. As soon as practicable after this Agreement is executed, RMR will take all reasonable steps and work with its managed companies to the best of its ability to remove you from any lender or other applicable licenses. You agree to cooperate with all such efforts.

Payment; Reports. Royalties under [Section 3.4] and payments with respect to Licensing Revenues under [Section 3.5] (collectively, “Revenue-Sharing Payments”), including in each case any such Revenue-Sharing Payments made by an Affiliated Licensee to Assignor pursuant to [Section 3.6] (and taking into account any credit for third party royalties pursuant to [Section 3.7]), shall be calculated and reported for each calendar quarter and shall be paid within […​…] after the end of the calendar quarter. No later than the date any Revenue-Sharing Payments for a calendar quarter are due in accordance with the preceding sentence, Assignee and/or one or more Affiliated Licensees shall deliver to Assignor a report of # Net Sales of Products by Assignee and Licensees and # Licensing Revenues received by Assignee and Affiliated Licensees in sufficient detail to permit confirmation of the accuracy of the Revenue-Sharing Payments made, including # gross sales and Net Sales of Products on a Product-by-Product and country-by-country basis, # the royalty payable, # Licensing Revenues received on a Third Party Licensee-by-Third Party Licensee basis, and # the exchange rates used to calculate Revenue-Sharing Payments. All reports delivered to Assignor pursuant to this [Section 4.1] shall be deemed Confidential Information of Assignee. At the same time, the Assignee shall deliver to Assignor a report listing the identity of Affiliated Licensees and Third Party Licensees with whom a license agreement was signed or terminated in the preceding quarter.

Licensing Rights. Service Provider owns all rights, title and interest in and to the Licensed IP (excluding third-party software, third-party software documentation or any other third party information or materials provided under the Services Agreement) or otherwise has the legal right to transfer, grant, sublicense, or, for third-party software, pass-through the rights and the licenses in the foregoing that are provided herein. In the event of a breach of this warranty, Service Provider shall obtain, at no additional cost to Owners, rights necessary for Owners to continue using the Licensed IP as contemplated by this IP License. For pass-through rights, third-party software and associated documentation shall be licensed directly from the third-party software developer to Owners as end user, and copies of all such licenses shall be provided to Owners. To the best of Service Provider’s knowledge, the Licensed IP is true, accurate and complete and represents all of the intellectual property to be provided to Owners under the Services Agreement, at the applicable time.

Licensing Technology. Upon closing of this Agreement, the Purchaser may, at its discretion, enter into one or more licensing agreements with other companies.

Licensing and Accreditation. Except to the extent it would not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Restricted Subsidiaries and, to the knowledge of the Responsible Officers of any Loan Party, each Contract Provider has, to the extent applicable: # obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated, # obtained and maintains in good standing all required licenses, permits, authorizations, registrations and approvals of each Governmental Authority necessary to the conduct of its business, including without limitation a license to provide the professional services provided by such Person; # to the extent prudent and customary in the industry in which it is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies; # entered into and maintains in good standing its Medicare Provider Agreements and Medicaid Provider Agreements; and # ensured that all such required licenses or restricted certifications and accreditations are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited.

In-Licensing Payment. No later than […​…] following ​’s delivery of the RA Review Notice indicating the In-Licensing, ​ shall pay ​ a one-time amount equal to ​. In the event # ​ # has not proceeded with the In-Licensing after receipt of the RA Complete Data Package, and # subsequently provides the SLE Review Notice proceeding with the In-Licensing, then ​ shall pay ​ a one-time amount equal to ​ within […​…] following delivery of such SLE Review Notice, or # ​ # has already proceeded with the In-Licensing, and # ​ indicates in the SLE Review Notice that the Phase ​ SLE Success Criteria have been achieved, or within […​…] of ​ proceeding with the In-Licensing, ​ otherwise Develops the Licensed Compound for SLE irrespective of achieving the Phase ​ SLE Success Criteria, then ​ shall pay ​ a one-time amount equal to ​ within […​…] following # delivery of such SLE Review Notice, or # initiation of Development activities in connection with the Licensed Compound for SLE, as applicable. In addition, in the event # ​ # has not proceeded with the In-Licensing after receipt of the RA Complete Data Package, and # subsequently provides the SLE Review Notice proceeding with the In-Licensing, and # within […​…] of ​ proceeding with the In-Licensing, ​ otherwise Develops the Licensed Compound for RA # irrespective of achieving the Phase ​ RA Success Criteria, or # pursuant to the RA Phase 3 Development Plan, then, ​ shall pay ​ a one-time amount equal to ​ within […​…] following initiation of Development activities in connection with the Licensed Compound for RA, as applicable. For purposes of clarity, the maximum aggregate amount payable by ​ pursuant to this [Section 6.2.1] is ​.

Profit Sharing. Each Employer may establish a profit sharing feature by which a contribution to the Plan may be allocated to Participants pursuant to criteria related to the Employer’s annual performance, as established by resolution of its governing body and subject to the approval of the Committee. Each profit sharing feature shall be set forth in [Schedule C] and shall be applicable to the Employer that established the feature until changed by action of such Employer’s governing body and approved by the Committee. Any such contribution will be made in accordance with [Section 5.1] and will be invested pursuant to the Participant’s investment election.

“Licensing Revenues” shall mean all amounts received by Assignee or any of its Affiliated Licensees from any Third Party Licensee in consideration of the grant by Assignee or its Affiliated Licensee of a license under any or all of the Patent Rights, including, […​…], and any other payments with respect to such license; but excluding:

Client hereby assigns, sells, conveys, and agrees to pay and deliver to BJC a contingent interest in: # any royalties, license fees, or other revenues, money or other valuable consideration received by Client as the result of entering into with any person or entity any Licensing Agreement, patent/technology sale agreement, or any other agreement (other than an agreement to settle a Lawsuit) for the right to use the Patent Rights (such amount is hereinafter referred to as the “Licensing Agreement Proceeds” and is more specifically defined below); and