Common use of Annual royalties Clause in Contracts

Annual royalties. 5.2.1 Annual royalties on the NET SALES equal to: · [****] of the NET NUTRACEUTICAL SALES realised in the year under review. This royalty will be payable on all NUTRACEUTICAL PRODUCTS sold in countries of the TERRITORY, until the date of expiration or early termination of the LICENSE AGREEMENT; · [****] of NET MEDICINAL SALES realised in the year under review. This royalty will be payable on all MEDICINAL PRODUCTS sold in countries of the TERRITORY, until the date of expiry or early termination of the LICENSE AGREEMENT. If a PRODUCT is sold in a kit or in combination with other products that are not the PRODUCTS, the NET SALES will be calculated by multiplying the NET SALES of the kit or combination by the fraction A/(A+B) , where A is the price of the PRODUCTS during the relevant year in the country in which the sale took place, and B is the sum of the prices of the other products or compounds of the kit or combination during the relevant year in the country in which the sale took place 5.2.2 Annual royalties on INDIRECT NUTRACEUTICAL INCOME equal to: · [****] of all INDIRECT NUTRACEUTICAL INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE before the completion of a first so-called multi-centre study relating to any NUTRACEUTICAL PRODUCT; · [****] of all INDIRECT NUTRACEUTICAL INCOME collected by BIOPHYTIS under any agreement concluded with any LICENSEE concurrently with or after the completion of a first multi-centre study relating to any NUTRACEUTICAL PRODUCT; · [****] of all INDIRECT NUTRACEUTICAL INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE concurrently or after obtaining a health claim relating to any NUTRACEUTICAL PRODUCT. In order to avoid any doubt as to the manner of execution of this Article 5.2.2., the following is stated: · the expression “completion of a first multi-centric study... “ is understood as the date of signature of the final report of this study by its coordinator. 5.2.3 Annual royalties on INDIRECT MEDICINE INCOME equal to: · [****] of all INDIRECT MEDICINE INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE prior to the beginning of Phase 1 of any of the MEDICINAL PRODUCTS concerned by said agreement; · [****] of all INDIRECT MEDICINE INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE after the beginning of Phase 1 and before the beginning of phase 2 of any of the MEDICINAL PRODUCTS concerned by said agreement; · [****] of all INDIRECT MEDICINE INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE after the beginning of Phase 2 and during the conduction of Phase 2 of any of the MEDICINAL PRODUCTS concerned by said agreement; · [****] of all INDIRECT MEDICINE INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE after the completion of Phase 2 of any of the MEDICINAL PRODUCTS concerned by said agreement and during the conduction of Phase 3; · [****] of all INDIRECT MEDICINE INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE after the completion of Phase 3 of any of the MEDICINAL PRODUCTS concerned by said agreement. In order to avoid any doubt as to the manner of execution of this Article 5.2.3, the following is stated: · the expression “beginning of Phase ... “ means the date of entry of the first patient into the relevant clinical phase; the expression “conduction of the Phase... “ means the period between the date of entry of the first patient in the relevant clinical phase and the date of issue of the final report of that phase; · In the event that an agreement concluded with any LICENSEE relates to several MEDICINAL PRODUCTS in different phases, the annual royalty rate on INDIRECT MEDICINE INCOME applied corresponds to the rate established for the MEDICINAL PRODUCT whose phase is the most advanced.

Annual royalties. 5.2.1 Annual royalties on the NET SALES equal to: · [****] of the NET NUTRACEUTICAL SALES realised in the year under review. This royalty will be payable on all NUTRACEUTICAL PRODUCTS sold in countries of the TERRITORY, until the date of expiration or early termination of the LICENSE AGREEMENT; · [****] of NET MEDICINAL SALES realised in the year under review. This royalty will be payable on all MEDICINAL PRODUCTS sold in countries of the TERRITORY, until the date of expiry or early termination of the LICENSE AGREEMENT. If a PRODUCT is sold in a kit or in combination with other products that are not the PRODUCTS, the NET SALES will be calculated by multiplying the NET SALES of the kit or combination by the fraction A/(A+B) , where A is the price of the PRODUCTS during the relevant year in the country in which the sale took place, and B is the sum of the prices of the other products or compounds of the kit or combination during the relevant year in the country in which the sale took place. 5.2.2 Annual royalties on INDIRECT NUTRACEUTICAL INCOME equal to: · [****] of all INDIRECT NUTRACEUTICAL INCOME received collected by BIOPHYTIS under any agreement concluded with any LICENSEE before concurrently with or after the completion of a first so-called multi-centre study relating to any NUTRACEUTICAL PRODUCT; · [****] of all INDIRECT NUTRACEUTICAL INCOME collected by BIOPHYTIS under any agreement concluded with any LICENSEE concurrently with or after the completion of a first multi-centre study relating to any NUTRACEUTICAL PRODUCT; · [****] of all INDIRECT NUTRACEUTICAL INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE concurrently or after obtaining a health claim relating to any NUTRACEUTICAL PRODUCT. In order to avoid any doubt as to the manner of execution of this Article 5.2.2., the following is stated: · the expression “completion of a first multi-centric study... “ is understood as the date of signature of the final report of this study by its coordinator. 5.2.3 Annual royalties on INDIRECT MEDICINE INCOME equal to: · [****] of all INDIRECT MEDICINE INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE prior to the beginning entry of Phase 1 a MEDICINAL PRODUCT subject to that agreement into a phase 2 clinical trial whose protocol is in accordance with a clinical trial of a medicine; · [****] of all INDIRECT MEDICINE INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE prior to the entry of the a MEDICINAL PRODUCTS concerned by said agreementPRODUCT subject to that agreement into a phase 2 clinical trial whose protocol is in accordance with a clinical trial of a medicine; · [****] of all INDIRECT MEDICINE INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE after the beginning of Phase 1 and before the beginning of entry into phase 2 3 of any of the MEDICINAL PRODUCTS concerned by subject to the said agreementagreement and before obtaining the corresponding Marketing Authorisation; · [****] of all INDIRECT MEDICINE INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE after obtaining the beginning of Phase 2 and during the conduction of Phase 2 of any of the MEDICINAL PRODUCTS concerned by said agreement; · [****] of all INDIRECT MEDICINE INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE after the completion of Phase 2 of any of the MEDICINAL PRODUCTS concerned by said agreement and during the conduction of Phase 3; · [****] of all INDIRECT MEDICINE INCOME received by BIOPHYTIS under any agreement concluded with any LICENSEE after the completion of Phase 3 of Marketing Authorisation for any of the MEDICINAL PRODUCTS concerned by said agreement. In order to avoid any doubt as to the manner of execution of this Article 5.2.3, the following is stated: · the expression “beginning of Phase entry into phase... “ or “entry into a clinical trial phase... “ means the date of entry of the first patient into the relevant clinical phase; the expression “conduction of the Phase... “ means the period between the date of entry of the first patient in the relevant clinical phase and the date of issue of the final report of that phase; . · In the event that an agreement concluded with any LICENSEE relates to several MEDICINAL PRODUCTS in different phases, the annual royalty rate on INDIRECT MEDICINE INCOME applied corresponds to the rate established for the MEDICINAL PRODUCT whose phase is the most advanced.