Common use of Earned Royalties Clause in Contracts

Earned Royalties. In partial consideration of the License and subject to Sections 3.7 and 3.8, Company will pay to Penn: (i) a graduated royalty as set forth in the table below based upon worldwide annual Net Sales made by Company and its Affiliates (but not sublicensees) of any Designated Compound Sold for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Assigned BMS Patents that is licensed to Company under the License (but no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales made by Company and its Affiliates (but not sublicensees) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty shall be due hereunder on the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) and (ii) above, then the higher rate of clause (i) shall apply. Only one royalty shall be due hereunder on the Sale of a Licensed Product even if the manufacture, use, sale, offer for sale or importation of such Licensed Product infringes more than one Valid Claim of the Penn Patent Rights.

Earned Royalties. In partial consideration of the License and subject to Sections 3.7 and 3.8, Company will pay to Penn: (i) a graduated royalty as set forth in the table below based upon worldwide annual Net Sales made by Company and its Affiliates (but not sublicensees) of any Designated Compound Sold for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Assigned BMS Patents that is licensed to Company under the License (but no other Licensed Product): Annual Net Sales by Company and its Affiliates Royalty Rate <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales made by Company and its Affiliates (but not sublicensees) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty shall be due hereunder on the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) and (ii) above, then the higher rate of clause (i) shall apply. Only one royalty shall be due hereunder on the Sale of a Licensed Product even if the manufacture, use, sale, offer for sale or importation of such Licensed Product infringes more than one Valid Claim of the Penn Patent Rights.

Earned Royalties. In partial consideration of the License and subject to Sections 3.7 and 3.8License, Company will pay to Penn: Drexel for each Quarter during the term of this Agreement a royalty equal to [***] of Net Sales of a Licensed Product for the Quarter. The [***] royalty rate may be reduced on a Licensed Product-by-Licensed Product, quarter-by-quarter and territory-by-territory basis as follows: (i) a graduated royalty as set forth in the table below based upon worldwide annual Net Sales made by event Company pays royalties to Drexel and its Affiliates (but not sublicensees) of any Designated Compound Sold for use one or more third parties or to Drexel under one or more separate agreements in connection with licenses to make or sell a Licensed Product and the Field of Use while covered in aggregate royalty rate exceeds [***], Drexel’s royalty rate under this Agreement can be reduced pro rata with the country of Sale of expected use by a Valid Claim third party or other Drexel royalty rates according to the following formula: reduced Drexel royalty rate under this Agreement = [***], where A is the initial Drexel royalty rate under this Agreement, B is the aggregate royalty rate of the Assigned BMS Patents other license agreements, provided, however, that is licensed to Company in no event shall Drexel’s royalty under the License (but no other Licensed Product): <$500 million this Agreement be below [CONFIDENTIAL TREATMENT REQUESTED***] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales made by Company and its Affiliates (but not sublicensees) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent Product; ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one ii) in the event all Valid Claims of the patents and patent applications under the Patent Rights that cover the sale of the applicable Licensed Product in the applicable country expire or become abandoned, the royalty payable to Drexel shall be due hereunder on reduced to [***] of Net Sales for the Sale of the same unit of applicable Licensed Product. If a royalty accrues to a Sale ; (iii) in the event the sale of a Licensed Product under both clause (i) in a particular country is not covered by the Patent Rights, the royalty payable to Drexel shall be [***] of Net Sales of such Licensed Product in such country; and (iiiv) aboveon a territory-by-territory basis, then in the higher rate of clause (i) shall apply. Only one royalty shall be due hereunder on the Sale event a Generic Equivalent of a Licensed Product even if enters the manufacturemarket, use, sale, offer the royalty payable to Drexel for sale or importation Sales of such Licensed Product infringes more than in such territory shall be reduced to [***]. For clarity, in the event the sale of a Licensed Product in a particular country is not covered by the Patent Rights in such country but such Licensed Product is covered by the Patent Rights in at least one Valid Claim other country, the provisions of item (iii) of this Section 5.4 shall not apply and the Penn Patent Rightsroyalty payable to Drexel shall be [***] of Net Sales, subject to reduction provisions of items (i), (ii) and (iv) of this Section 5.4.

Earned Royalties. In partial consideration of During the License and subject to Sections 3.7 and 3.8Royalty Term, Company ASOthera will pay to PennUniversity the following royalties in U.S. dollars: (ia) [*] on Net Sales of Licensed Products whose composition of matter falls within one or more Valid Claims of any of the Licensed Patents; and (b) [*] on Net Sales of Licensed Products whose composition of matter does not fall within one or more Valid Claims of any of the Licensed Patents but (1) that otherwise fall within one or more Valid Claims of any of the Licensed Patents or (2) that previously fell within one or more Valid Claims of any of the Licensed Patents and are sold or offered for sale during a graduated royalty period of market exclusivity granted by a regulatory authority to ASOthera (or any of its Affiliates, sublicensees or sublicensees’ Affiliates) with regard to such Licensed Product. Except as otherwise set forth in the table below based upon worldwide annual Net Sales made by Company and its Affiliates (but not sublicensees) of any Designated Compound Sold for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Assigned BMS Patents that is licensed to Company under the License (but no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales made by Company and its Affiliates (but not sublicensees) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty shall be due hereunder on the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) and (iiSubsection 4.4(b)(2) above, then the higher rate of clause (i) shall apply. Only one no royalty shall will be due hereunder on the Sale Net Sales of a Licensed Product even if the Products whose manufacture, use, sale, offer for sale or importation of such does not, absent the License granted hereunder, infringe a Valid Claim. Only one royalty will be owed for a Licensed Product infringes more than one regardless of how many Valid Claim of the Penn Patent Rights.Claims cover such Product. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. CONFIDENTIAL ASOthera 2016 RIS Ref: 14108

Earned Royalties. In partial consideration of the License and subject to Sections 3.7 and 3.8, Company A. Xxxx will pay to Penn: Cardica (ion a quarterly basis) during the Term of this Agreement a graduated royalty as set forth based on Net Sales by Cxxx, its Affiliates or sublicensees (“Earned Royalty”) of Product units, based on the following table: The Earned Royalty is due on Net Sales of Products in any particular country in which Cxxx sells Product, irrespective of whether or not Cardica has obtained a Patent in the table below based upon worldwide annual Net Sales made by Company particular country. The parties acknowledge that this Earned Royalty includes compensation to Cardica for its research, development and its Affiliates (but not sublicensees) of any Designated Compound Sold for use technology transfer efforts relating to the Product B. In the event that Cxxx must make payments to one or more Third Parties to obtain a license or similar right within a particular country, or if Cxxx must make payments to one or more Third Parties under a preexisting license within a particular country, in either case in the Field absence of Use while covered which Cxxx could not legally make, use or sell a Product in the that particular country of Sale of expected use by a Valid Claim (“Third Party Royalty”), then upon notice to Cardica, Cxxx may subtract one half of the Assigned BMS Patents Third Party Royalty percentage from the Earned Royalty percentage due under this Agreement, where the Third Party Royalty is subtracted only from the Earned Royalty attributable to that is licensed particular country and to Company under the License (but Product subject to the Third Party Royalty, provided that such reduction shall in no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales made by Company and its Affiliates (but not sublicensees) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered event result in the country of Sale of expected use by a Valid Claim reduction of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable Earned Royalty percentage by Company for such Net Sales for such Licensed Products shall not be less more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%)[ * ]. Only one royalty shall be due hereunder on the Sale As an illustration of the same [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended foregoing calculation, if Cxxx must pay a Third Party Royalty equal to [ * ], then Cxxx may subtract [ * ] from the Earned Royalty percentage that would have been due under Section 5.4(A)(i) (if the Earned Royalty would otherwise have been [ * ], for instance, the revised Earned Royalty would be [ * ]). C. If Cxxx, its affiliate or sublicensee sells a Product unit of Licensed Product. If a royalty accrues to a Sale as part of a Licensed Product under both clause bundle or combination of products (i) and (ii) abovea “Bundle or Combination”), then the higher rate royalty due with respect to the Product unit sold as part of clause (isuch bundle or combination will be calculated by multiplying the royalty rates set forth above by the Net Sales of the Bundle or Combination in such country during the applicable reporting period, and then by the fraction, A/(A+B), where A is the average sale price of the Product unit by Cxxx, its Affiliates or sublicensees when sold separately in finished form in such country, and B is the average sale price charged by Cxxx, its Affiliates or sublicensees of the other product(s) shall apply. Only included in the Bundle or Combination when sold separately in finished form in such country, in each case during the applicable reporting period. D. In the event either the Product unit or the other product(s) included in the Bundle or Combination are not sold separately in finished form in such country, then the royalty due with respect to a Product unit sold as part of a Bundle or Combination will be calculated by multiplying the royalty rates set forth above by the Net Sales of the bundle or combination in such country, and then by the fraction of F/(F+G) where F is the fair market value of the Product unit and G is the fair market value of all other product(s) included in the Bundle or Combination, as reasonably determined in good faith by Cxxx. E. Regardless of the number of Valid Claims included in the Cardica Patents claiming a given Product, Cxxx will owe only one royalty shall be due hereunder on with respect to the Sale sale of a Licensed Product even if the manufacture, use, sale, offer for sale or importation each unit of such Licensed Product infringes more than one Valid Claim of Product, that royalty being the Penn Patent RightsEarned Royalty set forth above.

Earned Royalties. In partial As consideration of for the License rights and subject licenses granted to Sections 3.7 and 3.8Santarus, Company Santarus will pay to Pennthe University earned royalties on Net Sales of (1) Omeprazole Licensed Products by Santarus or its sublicensees and (2) Non-Omeprazole Licensed Products by Santarus, at the following rates: 4.5.1 The following royalty rates shall apply on total worldwide Net Sales of Licensed Products sold in countries where there is at least one pending patent application and/or existing patent within the Patent Rights: (c) The foregoing notwithstanding, in countries where it is generally known that patent rights are not reasonably enforceable, if (i) a graduated royalty as set forth in the table below based upon worldwide annual Net Sales made by Company and its Affiliates (but not sublicensees) of any Designated Compound Sold for use in the Field of Use while covered in the country of Sale of expected use by competitor sells a Valid Claim product that otherwise infringes one or more of the Assigned BMS Patents that is licensed to Company under issued or pending claims of the License (but no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT Patent Rights; and (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of the Net Sales made by Company and its Affiliates (but not sublicensees) for all of the Licensed Products that qualify as “Licensed Products” hereunder based are adversely affected by such competition, then the royalty rate on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such of Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty in such country or countries shall be due hereunder on *** . Notwithstanding the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) and foregoing, if such competitor’s product no longer meets condition (ii) above, then the royalty rates shall be restored to the higher rates set forth above in this Section 4.5. 1. For the avoidance of doubt, all such Net Sales in such countries shall be included in the total and incremental Net Sales figures of Sections 4.3 and 4.5.1 (a-c); provided, however, that Santarus is only obligated to pay the lower royalty rate of clause *** for Net Sales arising from such countries. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. *** *** *** 4.5.2 In countries where (i) shall apply. Only there are no pending patent applications (either PCT or nationalized) or existing patents within the Patent Rights, or (ii) there is at least one pending patent application and/or existing patent within the Patent Rights, but the Patent Rights are sub-licensed to others pursuant to compulsory or mandatory sub-licensing at controlled royalty rates, thereby resulting in sales of competitive products (which would infringe issued or pending claims under the Patent Rights but for such compulsory or mandatory sub-license) in such country, the royalty rates for Net Sales of Licensed Products sold in such countries shall be due hereunder on ***. For the Sale avoidance of a Licensed Product even if doubt, Net Sales arising from countries meeting condition (i) in this Section 4.5.2 shall not be included in the manufacturetotal and incremental Net Sales figures of Sections 4.3 and 4.5.l(a-c), usebut Net Sales arising from countries meeting condition (ii) in this Section 4.5.2 shall be included in the total and incremental Net Sales figures of Sections 4.3 and 4.5.1(a-c). Notwithstanding the foregoing, sale, offer Santarus is only obligated to pay the lower royalty rate of *** for sale or importation of such Licensed Product infringes more than one Valid Claim of the Penn Patent Rights.Net Sales arising from countries meeting condition (ii). *** *** *** ***

Earned Royalties. In partial consideration of the License and subject USSC shall pay royalties to Sections 3.7 and 3.8, Company will pay to Penn: (i) a graduated royalty as set forth LICENSOR in the table below manner provided hereunder, such payments shall be based upon worldwide annual Net Sales made on NET SALES of ROYALTY PRODUCTS in accordance with the following schedule: ROYALTY PRODUCTS consisting of, or sold in connection with, the “VCS Clip” that are covered by Company and its Affiliates (but not sublicensees) of any Designated Compound Sold for use one or more valid, enforceable utility patent claims in or which issue on or from a PATENT or IMPROVEMENT PATENT filed by or assigned to either LICENSOR or UCCS, in the Field case of Use while covered in USSC prior to the country of Sale of expected use by a Valid Claim of the Assigned BMS Patents that is licensed to Company under the License (but no other Licensed Product): <$500 million ASSIGNMENT DATE. [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million All other ROYALTY PRODUCTS that are covered by one or more valid, enforceable utility patent claims in or which issue on or from a PATENT or IMPROVEMENT PATENT filed by or assigned to either LICENSOR or UCCS, in the case of USSC prior to the ASSIGNMENT DATE. [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion ROYALTY PRODUCTS consisting of, or sold in connection with, the “VCS Clip” that are covered by one or more valid, enforceable utility patent claims in or which issue on or from a POST-ASSIGNMENT LICENSOR IMPROVEMENT PATENT. [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion All other ROYALTY PRODUCTS that are covered by one or more valid, enforceable utility patent claims in or which issue on or from a POST-ASSIGNMENT LICENSOR IMPROVEMENT PATENT. [CONFIDENTIAL TREATMENT REQUESTED] /*/% All ROYALTY PRODUCTS that are solely covered by one or more valid, enforceable utility patent claims in or which issue on or from a LICENSEE IMPROVEMENT PATENT. [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of Net Sales made by Company and its Affiliates (but not sublicensees) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered /*/% If any ROYALTY PRODUCT is properly classified in the country of Sale of expected use by a Valid Claim two or more of the Penn Existing Patents or Penn New Patents; provided thatabove categories, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8then USSC shall pay the greatest applicable royalty rate set forth above. For the avoidance of doubt, no royalties payable by Company for such Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty shall be due hereunder on the Sale of the same unit of Licensed Product. If any product not then covered by one or more valid, enforceable utility patent claims in or which issue on or from a royalty accrues to a Sale of a Licensed Product under both clause (i) PATENT or IMPROVEMENT PATENT, and (ii) above, then the higher rate of clause (i) shall apply. Only one royalty no royalties shall be due hereunder on the Sale of any product covered only by claims in or issuing on or from a Licensed Product even if the manufacturedesign patent, use, sale, offer for sale whether licensed under this Agreement or importation of such Licensed Product infringes more than one Valid Claim of the Penn Patent Rightsotherwise.”

Earned Royalties. In partial As consideration of for the License rights and subject licenses granted to Sections 3.7 and 3.8Santarus, Company Santarus will pay to Pennthe University earned royalties on Net Sales of (1) Omeprazole Licensed Products by Santarus or its sublicensees and (2) Non-Omeprazole Licensed Products by Santarus, at the following rates: 4.5.1 The following royalty rates shall apply on total worldwide Net Sales of Licensed Products sold in countries where there is at least one pending patent application and/or existing patent within the Patent Rights: (c) The foregoing notwithstanding, in countries where it is generally known that patent rights are not reasonably enforceable, if (i) a graduated royalty as set forth in the table below based upon worldwide annual Net Sales made by Company and its Affiliates (but not sublicensees) of any Designated Compound Sold for use in the Field of Use while covered in the country of Sale of expected use by competitor sells a Valid Claim product that otherwise infringes one or more of the Assigned BMS Patents that is licensed to Company under issued or pending claims of the License (but no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT Patent Rights; and (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of the Net Sales made by Company and its Affiliates (but not sublicensees) for all of the Licensed Products that qualify as “Licensed Products” hereunder based are adversely affected by such competition, then the royalty rate on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such of Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty in such country or countries shall be due hereunder on *** . Notwithstanding the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) and foregoing, if such competitor's product no longer meets condition (ii) above, then the royalty rates shall be restored to the higher rates set forth above in this Section 4.5. 1. For the avoidance of doubt, all such Net Sales in such countries shall be included in the total and incremental Net Sales figures of Sections 4.3 and 4.5.1 (a-c); provided, however, that Santarus is only obligated to pay the lower royalty rate of clause *** for Net Sales arising from such countries. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. *** *** *** 4.5.2 In countries where (i) shall apply. Only there are no pending patent applications (either PCT or nationalized) or existing patents within the Patent Rights, or (ii) there is at least one pending patent application and/or existing patent within the Patent Rights, but the Patent Rights are sub-licensed to others pursuant to compulsory or mandatory sub-licensing at controlled royalty rates, thereby resulting in sales of competitive products (which would infringe issued or pending claims under the Patent Rights but for such compulsory or mandatory sub-license) in such country, the royalty rates for Net Sales of Licensed Products sold in such countries shall be due hereunder on ***. For the Sale avoidance of a Licensed Product even if doubt, Net Sales arising from countries meeting condition (i) in this Section 4.5.2 shall not be included in the manufacturetotal and incremental Net Sales figures of Sections 4.3 and 4.5.l(a-c), usebut Net Sales arising from countries meeting condition (ii) in this Section 4.5.2 shall be included in the total and incremental Net Sales figures of Sections 4.3 and 4.5.1(a-c). Notwithstanding the foregoing, sale, offer Santarus is only obligated to pay the lower royalty rate of *** for sale or importation of such Licensed Product infringes more than one Valid Claim of the Penn Patent Rights.Net Sales arising from countries meeting condition (ii). *** *** *** ***

Earned Royalties. In partial As consideration of for the License rights and subject licenses granted to Sections 3.7 and 3.8Santarus, Company Santarus will pay to Pennthe University earned royalties on Net Sales of (1) *** Licensed Products by Santarus or its sublicensees and (2) *** Licensed Products by Santarus, at the following rates: 4.5.1 The following royalty rates shall apply on total worldwide Net Sales of Licensed Products sold in countries where there is at least one pending patent application and/or existing patent within the Patent Rights: (c) The foregoing notwithstanding, in countries where it is generally known that patent rights are not reasonably enforceable, if (i) a graduated royalty as set forth in the table below based upon worldwide annual Net Sales made by Company and its Affiliates (but not sublicensees) of any Designated Compound Sold for use in the Field of Use while covered in the country of Sale of expected use by competitor sells a Valid Claim product that otherwise infringes one or more of the Assigned BMS Patents that is licensed to Company under issued or pending claims of the License (but no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT Patent Rights; and (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of the Net Sales made by Company and its Affiliates (but not sublicensees) for all of the Licensed Products that qualify as “Licensed Products” hereunder based are adversely affected by such competition, then the royalty rate on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such of Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty in such country or countries shall be due hereunder on *** . Notwithstanding the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) and foregoing, if such competitor's product no longer meets condition (ii) above, then the royalty rates shall be restored to the higher rates set forth above in this Section 4.5. 1. For the avoidance of doubt, all such Net Sales in such countries shall be included in the total and incremental Net Sales figures of Sections 4.3 and 4.5.1 (a-c); provided, however, that Santarus is only obligated to pay the lower royalty rate of clause *** for Net Sales arising from such countries. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. *** *** *** 4.5.2 In countries where (i) shall apply. Only there are no pending patent applications (either PCT or nationalized) or existing patents within the Patent Rights, or (ii) there is at least one pending patent application and/or existing patent within the Patent Rights, but the Patent Rights are sub-licensed to others pursuant to compulsory or mandatory sub-licensing at controlled royalty rates, thereby resulting in sales of competitive products (which would infringe issued or pending claims under the Patent Rights but for such compulsory or mandatory sub-license) in such country, the royalty rates for Net Sales of Licensed Products sold in such countries shall be due hereunder on ***. For the Sale avoidance of a Licensed Product even if doubt, Net Sales arising from countries meeting condition (i) in this Section 4.5.2 shall not be included in the manufacturetotal and incremental Net Sales figures of Sections 4.3 and 4.5.l(a-c), usebut Net Sales arising from countries meeting condition (ii) in this Section 4.5.2 shall be included in the total and incremental Net Sales figures of Sections 4.3 and 4.5.1(a-c). Notwithstanding the foregoing, sale, offer Santarus is only obligated to pay the lower royalty rate of *** for sale or importation of such Licensed Product infringes more than one Valid Claim of the Penn Patent Rights.Net Sales arising from countries meeting condition (ii). *** *** *** ***

Earned Royalties. (a) In partial consideration of the License and subject to Sections 3.7 and 3.8License, Company will pay to Penn: University a royalty on a country-by-country basis equal to: (i) a graduated royalty as set forth in the table below based upon worldwide annual [***]% of Net Sales made by Company and its Affiliates (in each Quarter during the Term in such country, but not sublicensees) only with respect to Sales of any Designated Compound Sold for use Licensed Product(s) in the Field of Use while that country that are covered in the country of Sale of expected use by an issued patent containing a Valid Claim of the Assigned BMS Patents that is licensed to Company under the License (but no other covering such Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT Product(s); and (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) ***]% of Net Sales made in each Quarter during the Term in such country, but only with respect to Sales of any Licensed Product(s) in that country that are covered by Company a pending (and its Affiliates (but not sublicenseesunissued) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered in the country of Sale of expected use by patent application containing a Valid Claim of covering such Licensed Product(s). If a patent application with a Valid Claim covering a Licensed Product results in an issued patent, then the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided applicable royalty rate for the Quarter in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such which issuance occurs shall be prorated based on total Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty shall be due hereunder on the Sale Quarter and the relative portion of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause Quarter for which clauses (i) and (ii) aboveapply (e.g., if Net Sales are $[***] in a given Quarter and a patent with a Valid Claim issues [***] % of the way into a given Quarter, then a [***]% royalty rate shall apply to $[***] of Net Sales and a [***]% royalty rate shall apply to $[***] of Net Sales in such Quarter). (b) In addition to the royalties set forth in Section 4.6(a), if a pending patent application with a Valid Claim that has previously given rise to any royalty obligations pursuant to Section 4.6(a)(ii) subsequently results in an issued patent with one or more Valid Claims covering the applicable Licensed Products in such country, then the higher rate Company shall, within 90 days following the issuance of clause such patent, make a one-time payment to the University equal to [***]% of the Historical Net Sales (idefined below) of the Licensed Product(s) covered by the Valid Claims for the newly issued patent. For purposes of this Section 4.6(b), the “Historical Net Sales” shall apply. Only one royalty shall be due hereunder on mean the Sale Net Sales of a given Licensed Product even if in a particular country, measured over the manufacture, use, sale, offer for sale or importation of such Licensed Product infringes more than one Valid Claim of four full Quarters immediately preceding the Penn Patent Rightspatent issuance.

Earned Royalties. In partial consideration of the License and subject to Sections 3.7 and 3.8, Company i) Cxxx will pay to Penn:Cardica (on a quarterly basis) during the Term of this Agreement a royalty based on Net Sales by Cxxx, its Affiliates or sublicensees (“Earned Royalty”) of Product units in the calendar year in which such quarter occurs, as follows: Royalty Due (% of Net Sales of Portion of Aggregate Number of Product Units) Product Units Sold in Calendar Year [*] [*] [*] [*] [*] [*] (iii) a graduated royalty as In the event that Cxxx sells more than [*] units of Product per calendar year for [*] consecutive calendar years at any time during the Term of this Agreement, then instead of the Earned Royalty set forth in subsection 5.4(A)(i) above, the table below based upon worldwide annual Earned Royalty shall be as follows for the remainder of the Term of this Agreement: Royalty Due (% of Net Sales made by Company and its Affiliates (but not sublicenseesof Portion of Aggregate Number of Product Units) Product Units Sold in Calendar Year [*] [*] [*] [*] [*] [*] [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. WITH RESPECT TO ATTACHMENT A, SIX PAGES OF INFORMATION HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. iii) In the event that within [*] years from the Effective Date of any Designated Compound Sold for use this Agreement no Cardica Patent issues in the Field of Use while covered United States, or in the any European Community country of Sale of expected use by in which Product is manufactured, used, or sold, that has a Valid Claim that covers Product, then instead of the Assigned BMS Patents Earned Royalty set forth in either subsection 5.4(A)(i) or 5.4(A)(ii) above, Cxxx will pay to Cardica Earned Royalty, as follows, until such time as a Cardica patent issues in the United States, or in any European Community country in which Product is manufactured, used, or sold, that is licensed has a Valid Claim that covers Product, at which time Cxxx will pay to Company Cardica Earned Royalty under the License section 5.4(A)(i) or 5.4(A)(ii), as applicable: Royalty Due (but no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT (ii) a royalty of [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) % of Net Sales made by Company and its Affiliates (but of Portion of Aggregate Number of Product Units) Product Units Sold in Calendar Year [*] [*] [*] [*] [*] [*] The Earned Royalty is due on Net Sales of Products in any particular country in which Cxxx sells Product irrespective of whether or not sublicensees) for all Licensed Products that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered Cardica has obtained a Patent in the particular country. The parties acknowledge that this Earned Royalty includes compensation to Cardica for its research, development and technology transfer efforts relating to the Product. B. In the event that Cxxx must make payments to one or more Third Parties to obtain a license or similar right within a particular country, or if Cxxx must make payments to one or more Third Parties under a preexisting license within a particular country, in either case in the absence of which Cxxx could not legally make, use or sell a Product in that particular country of Sale of expected use by a Valid Claim of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%“Third Party Royalty”). Only one royalty shall be due hereunder on the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) and (ii) above, then the higher Earned Royalty rate may be adjusted. Such adjusted Earned Royalty rate shall be agreed to by both Cardica and Cxxx, such that both Cardica and Cxxx bear a proportional burden. Cardica and Cxxx shall both consent to any settlement agreement relating to assertion of clause intellectual property rights against the Product. Any changes to the Earned Royalty rate associated with that settlement agreement shall be agreed to by both Cardica and Cxxx, such that both Cardica and Cxxx bear a proportional burden. C. If Cxxx, its affiliate or sublicensee sells a Product unit as part of a bundle or combination of products (ia “Bundle or Combination”), then the royalty due with respect to the Product unit sold as part of such bundle or combination will be calculated by multiplying the royalty rates set forth above by the Net Sales of the Bundle or Combination in such country during the applicable reporting period, and then by the fraction, A/(A+B), where A is the average sale price of the Product unit by Cxxx, its Affiliates or sublicensees [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. WITH RESPECT TO ATTACHMENT A, SIX PAGES OF INFORMATION HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. when sold separately in finished form in such country, and B is the average sale price charged by Cxxx, its Affiliates or sublicensees of the other product(s) shall apply. Only included in the Bundle or Combination when sold separately in finished form in such country, in each case during the applicable reporting period. D. In the event either the Product unit or the other product(s) included in the Bundle or Combination are not sold separately in finished form in such country, then the royalty due with respect to a Product unit sold as part of a Bundle or Combination will be calculated by multiplying the royalty rates set forth above by the Net Sales of the bundle or combination in such country, and then by the fraction of F/(F+G) where F is the fair market value of the Product unit and G is the fair market value of all other product(s) included in the Bundle or Combination, as reasonably determined in good faith by Cxxx. E. Regardless of the number of Valid Claims included in the Cardica Patents claiming a given Product, Cxxx will owe only one royalty shall be due hereunder on with respect to the Sale sale of a Licensed Product even if the manufacture, use, sale, offer for sale or importation each unit of such Licensed Product infringes more than one Valid Claim of Product, that royalty being the Penn Patent RightsEarned Royalty set forth above.

Earned Royalties. In partial consideration of the License and subject to Sections 3.7 and 3.8, Company will OXFORD IMMUNOTEC shall pay to PennUMDNJ an earned royalty for each distribution of a Licensed Product and for each performance of a Licensed Assay, as follows: (a) Unless and until UMDNJ grants a license under the UMDNJ Patent Rights for ELISA, for each distribution of a Licensed Product by OXFORD IMMUNOTEC or an Affiliate to a third party, [***] percent ([***]%) of the Net Sales Price, or for each performance of a Licensed Assay that utilizes a Licensed Product by OXFORD IMMUNOTEC or an Affiliate, [***] percent ([***]%) of the Average Net Sales Price, if Average Net Sales Price is applicable under Section 1.16, unless in such Licensed Assay a Licensed Product is not used or if Average Net Sales Price is not applicable for any other reason, in which case the Average Net Sales Price in the United States of America shall be used as the basis of the royalty calculation. (b) If UMDNJ grants a license under the UMDNJ Patent Rights for ELISA, then beginning as of the effective date of such license, for each distribution of a Licensed Product by OXFORD IMMUNOTEC or an Affiliate to a third party, [***] and [***] percent ([***]%) of the Net Sales Price, or for each performance of a Licensed Assay that utilizes a Licensed Product by OXFORD IMMUNOTEC or an Affiliate, [***] and [***] percent ([***]%) of the Average Net Sales Price, if Average Net Sales Price is applicable under Section 1.16, unless in such Licensed Assay a Licensed Product is not used or if Average Net Sales Price is not applicable for any other reason, in which case the Average Net Sales Price in the United States of America shall be used as the basis of the royalty calculation. To that end UMDNJ shall notify OXFORD 1MMUNOTEC promptly of the grant of such a license, specifying its effective date. (c) If both (i) a graduated royalty UMDNJ’s European Patent 1 214 088 is allowed after Appeal No. TO115/13-3.3.04 with only the set of claims as set forth detailed in the table below based upon worldwide annual Net Sales made first auxiliary request filed by Company UMDNJ with the European Patent Office on 25 March 2013, and its Affiliates (but not sublicensees) of any Designated Compound Sold for use in the Field of Use while covered in the country of Sale of expected use by a Valid Claim of the Assigned BMS Patents that is licensed to Company under the License (but no other Licensed Product): <$500 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$500 million but <$750 million [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$750 million but <$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% >$1 billion [CONFIDENTIAL TREATMENT REQUESTED] /*/% [CONFIDENTIAL TREATMENT REQUESTED] /*/ PATENT LICENSE AGREEMENT (ii) [***] or the other licensee is not required to pay a royalty on ELISA kits sold in countries subject to that European Patent to avoid infringement of the UMDNJ Patent Rights, the royalty rate under subsection (b) above shall be [CONFIDENTIAL TREATMENT REQUESTED***] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%***]%) of Net Sales made by Company and its Affiliates (but not sublicensees) Price for all Licensed Products sold in countries subject to that qualify as “Licensed Products” hereunder based on clause (b) of that definition and Sold while covered in the country of Sale of expected use by a Valid Claim European Patent. 7. Section 16.2 of the Penn Existing Patents or Penn New Patents; provided that, notwithstanding any credits provided for in Section 3.7 but subject in all events to Section 3.8, royalties payable by Company for such Net Sales for such Licensed Products shall not be less than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%). Only one royalty shall be due hereunder on the Sale of the same unit of Licensed Product. If a royalty accrues to a Sale of a Licensed Product under both clause (i) Agreement is deleted and (ii) above, then the higher rate of clause (i) shall apply. Only one royalty shall be due hereunder on the Sale of a Licensed Product even if the manufacture, use, sale, offer for sale or importation of such Licensed Product infringes more than one Valid Claim of the Penn Patent Rights.replaced entirely as follows: