Extract to table

4(b), Quorum shall pay to Meridian a royalty equal to fifteen percent (15%) of Net Revenues (as defined) derived from such commercialization, payable quarterly in arrears

The provision does not specify any period within which Meridian must render a determination as to whether Derived Data has been sufficiently transformed

This drafting stands in stark contrast to well-drafted approval provisions in comparable technology transactions, which typically include: (i) Objective standards or illustrative examples of what constitutes sufficient transformation; (ii) A specified review period within which the licensor must render a determination (e

), a "derivative work" is defined as "a work based upon one or more preexisting works" and must incorporate a "substantial portion" of the preexisting copyrighted work

(i) The proposed statistical threshold is that the probability of re-identification or reconstruction of any individual Licensed Data record from the Derived Data shall not exceed 5%, using best available methods and commercially reasonable computational resources

(ii) The independent expert shall be selected by mutual agreement of the parties from a pre-approved list of qualified data-science firms (to be attached as an exhibit to the MDLA)