Common use of Earned Royalties Clause in Contracts

Earned Royalties. In partial consideration of the License, Company will pay to 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) in the event Company pays royalties to Drexel and 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 aggregate royalty rate exceeds [***], Drexel’s royalty rate under this Agreement can be reduced pro rata with the 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 other license agreements, provided, however, that in no event shall Drexel’s royalty under this Agreement be below [***] of Net Sales for such Licensed Product; (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 reduced to [***] of Net Sales for the applicable Licensed Product; (iii) in the event the sale of a Licensed Product 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 (iv) on a territory-by-territory basis, in the event a Generic Equivalent of a Licensed Product enters the market, the royalty payable to Drexel for Sales of such Licensed Product 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 other country, the provisions of item (iii) of this Section 5.4 shall not apply and the royalty 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 the License, Company will 6.1 The Licensee shall also pay to Drexel for each Quarter during the term of this Agreement a The Regents an earned royalty equal to [***] a percentage of the Net Sales of a Licensed Product for Products and/or Licensed Methods, with the Quarter. The [***] percentage royalty rate may be reduced on a Licensed Product-by-Licensed Product, quarter-by-quarter and territory-by-territory basis as follows: (i) in the event Company pays royalties to Drexel and 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 aggregate royalty rate exceeds [***], Drexel’s royalty rate under this Agreement can be reduced pro rata with the third party or other Drexel royalty rates determined according to the following formula: reduced Drexel royalty rate under this Agreement = [***]schedule, where A is based upon the initial Drexel royalty rate under this Agreement, B is the aggregate royalty rate level of the other license agreements, provided, however, that in no event shall Drexel’s royalty under this Agreement be below [***] of Net Sales for such Licensed Product; (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 reduced to [***] of Net Sales for the applicable Licensed Product; (iii) in the event the sale of a Licensed Product in a particular country is not covered by the Patent Rights, the royalty payable to Drexel shall be [***] of annual Net Sales of such Licensed Product in such country; Products and (iv) on Licensed Methods worldwide: Up to $250 million [*] $250 million to $500 million [*] Above $500 million [*] 6.2 With respect to royalties owed to The Regents due to sales of Licensed Products and/or Licensed Methods by a territory-by-territory basissublicensee, in if the event a Generic Equivalent amount of a Licensed Product enters the market, the royalty royalties payable to Drexel for Licensee by such sublicensee based on sublicensee’s Net Sales of such Licensed Product in such territory shall be reduced to is less than [***]. 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 other country, the provisions of item (iii) of this Section 5.4 shall not apply and the royalty payable to Drexel shall be [***] of Net Sales, subject then The Regents agree to negotiate in good faith a reduction provisions of items the royalty rate applicable to such sublicensee’s Net Sales, which reduction shall be commercially reasonable and based on the amount of value added by Licensee to such Licensed Product and/or Licensed Method (including without limitation preclinical and clinical trial work conducted or funded by Licensee with respect thereto). 6.3 If Licensee is obligated to pay a third party royalties, based on a license under such third party’s patent rights, for the manufacture, use, import or sale of a particular Licensed Product or particular Licensed Method, then Licensee shall have the right to credit an amount equal to [*] of the aggregate royalty amounts paid to the unaffiliated third parties against the royalties owing to The Regents under Section 6.1 above with respect to sales of such Licensed Product or Licensed Method; provided that the credit for any given year does not reduce the royalties owing to The Regents by more than [*]. 6.4 Royalty obligations under this Article 6, as to a particular Licensed Product or Licensed Method, shall expire, on a country-by-country basis, upon the later of: (i)) the date of expiration of the last to expire issued patent included in the Regents’ Patent Rights that claims the Licensed Product or Licensed Method (as applicable) in the particular country, or (ii) and (iv) ten years after first commercial sale of this Section 5.4such Licensed Product or Licensed Method in such country.

Earned Royalties. (a) In partial consideration of its license to the LicenseLicensed Patents hereunder, Company will Licensee shall pay to Drexel for each Quarter during the term of this Agreement Licensor a quarterly royalty equal to [***] * of the Net Sales (the “Earned Patent Royalty”) of a particular Licensed Product for sold, transferred or otherwise disposed of in a particular country where a Valid Claim exists covering 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) in the event Company pays royalties to Drexel and one or more third parties or to Drexel under one or more separate agreements in connection with licenses to make or sell a sale of such Licensed Product and in such Country during the aggregate royalty rate exceeds [***], Drexel’s royalty rate under this Agreement can be reduced pro rata with the 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 other license agreements, provided, however, that in no event shall Drexel’s royalty under this Agreement be below [***] of Net Sales Licensed Patent Royalty Term for such Licensed Product; Product in such country. (iib) in In consideration of its license to the event all Valid Claims Licensed Know-how hereunder, Licensee shall pay to Licensor a quarterly royalty equal to *** of the patents and patent applications under Net Sales (the Patent Rights that cover “Earned Know-how Royalty”) of a particular Licensed Product sold, transferred or otherwise disposed of in a particular country where no Valid Claim exists covering the sale of the applicable such Licensed Product in such country during the applicable country expire or become abandonedLicensed Know-how Royalty Term for such Licensed Product in such country. For avoidance of doubt, during the royalty payable to Drexel shall be reduced to [***] of Net Sales Licensed Know-how Royalty Term for the applicable Licensed Product; (iii) in the event the sale of a particular Licensed Product in a particular country is not covered by the Patent Rightscountry, the royalty payable to Drexel Earned Know-how Royalties shall be [***] payable in respect of Net Sales sales of such Licensed Product in such country if there are no Valid Claims covering the sale of such Licensed Product in such country; . (c) The Earned Patent Royalty and the Earned Know-how Royalty shall not be cumulative, such that only one Earned Royalty (ivi.e., the Earned Patent Royalty or the Earned Know-how Royalty, as applicable) on a territory-by-territory basiswill be payable with respect to any Licensed Product sold during the Term. For avoidance of doubt, in all sales, transfers or other dispositions of Licensed Products during the event a Generic Equivalent Term (other than any transfer or use of a Licensed Product enters for clinical trials or compassionate use) shall result in an Earned Royalty being due and payable hereunder. Accordingly, (i) if the marketsale, the royalty payable to Drexel for Sales of such Licensed Product in such territory shall be reduced to [***]. For clarity, in the event the sale transfer or other disposition of a Licensed Product occurs during the Term and in a particular country is in which a Valid Claim exists at the time of such sale, transfer or other disposition, then such sale, transfer or other disposition shall result in an Earned Patent Royalty payment obligation, and (ii) if the sale, transfer or other disposition of a Licensed Product occurs during the Term and in a country in which no Valid Claim exists at the time of such sale, transfer or other disposition (whether because patent protection was not covered by the Patent Rights sought or because all Valid Claims in such country but such Licensed Product is covered by the Patent Rights in at least one other country, the provisions of item (iii) of this Section 5.4 shall not apply and the royalty payable to Drexel shall be [***] of Net Sales, subject to reduction provisions of items (ihave expired or otherwise), (ii) and (iv) of this Section 5.4then such sale, transfer or other disposition shall result in an Earned Know-how Royalty payment obligation.

Earned Royalties. In partial consideration of the License, Company will LICENSEE shall pay to Drexel for each Quarter during the term of this Agreement FHCRC a royalty equal to in the amount of [***] of Net Sales the NET SALES of all LICENSED PRODUCTS and [*] of the NET SALES of all LICENSED SERVICES sold by LICENSEE during the Term. The royalty payable with respect to the performance of a Licensed Product for the Quarter. The single LICENSED SERVICE procedure shall not exceed [**] per single LICENSED SERVICE procedure (the "LICENSED SERVICES Royalty Cap") for a period of three (3) years following the date of the first commercial sale of a LICENSED SERVICE hereunder. Thereafter, the LICENSED SERVICES Royalty Cap shall increase at the rate of [*] royalty rate may be reduced on a Licensed Product-by-Licensed Product, quarter-by-quarter and territory-by-territory basis as follows: (iper calendar year. LICENSEE shall also pay FHCRC a) in the event Company pays royalties to Drexel and 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 aggregate royalty rate exceeds [***], Drexel’s ] of all non-royalty rate under this Agreement can be reduced pro rata with the third party or consideration other Drexel royalty rates according to the following formula: reduced Drexel royalty rate under this Agreement = than equity and [*] of all non-royalty consideration which is equity received as a result of a sublicense of LICENSED SERVICES, b) and [**]] of all non-royalty consideration received as a result of a sublicense of LICENSED PRODUCTS, where A is the initial Drexel royalty rate under this Agreement, B is the aggregate royalty rate all within thirty (30) days of the other license agreements, receipt of such consideration; provided, however, that in no event shall Drexel’s to the extent the non-royalty under this Agreement be below [***] consideration received as a result of Net Sales a sublicense is paid to LICENSEE as funding for such Licensed Product; (ii) a specific research project, LICENSEE may at its option elect to give FHCRC a negotiable promissory note in the event all Valid Claims principal amount of such funding payable in twenty-four (24) months from the patents date the funding is received by LICENSEE together with interest thereon at a per annum rate equal to the prime rate of Bank of America, adjusted quarterly. Non-cash consideration received by LICENSEE on account of a sublicense shall be appraised at LICENSEE's expense using a third party acceptable to FHCRC. Non-cash consideration includes, without limitation, debt, equity or other financial instruments, real property, tangible personal property, rights and patents, patent applications, trade secrets and licenses to such patents, patent applications under and trade secrets. Non-royalty sublicense income includes, without limitation, signing fees, upfront fees, license issue fees, license maintenance fees, milestone payments or other payments paid as consideration for the Patent Rights that cover the sale of the applicable Licensed Product in the applicable country expire right to sell or become abandonedotherwise distribute LICENSED PRODUCTS or LICENSED SERVICES whether structured as a sublicense, the royalty payable to Drexel joint venture, collaboration or other arrangement. On sales between LICENSEE and its AFFILIATES or authorized sublicensees for resale royalties shall be reduced to [***] of Net Sales for paid on the applicable Licensed Product; (iii) in the event the sale of a Licensed Product 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 (iv) on a territory-by-territory basis, in the event a Generic Equivalent of a Licensed Product enters the market, the royalty payable to Drexel for Sales of such Licensed Product 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 other country, the provisions of item (iii) of this Section 5.4 shall not apply and the royalty payable to Drexel shall be [***] of Net Sales, subject to reduction provisions of items (i), (ii) and (iv) of this Section 5.4resale.

Earned Royalties. (a) In partial consideration of its license to the LicenseLicensed Patents hereunder, Company will Licensee shall pay to Drexel for each Quarter during the term of this Agreement Licensor a quarterly royalty equal to [***] * of the Net Sales (the “Earned Patent Royalty”) of a particular Licensed Product for sold, transferred or otherwise disposed of in a particular country where a Valid Claim exists covering 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) in the event Company pays royalties to Drexel and one or more third parties or to Drexel under one or more separate agreements in connection with licenses to make or sell a sale of such Licensed Product and in such Country during the aggregate royalty rate exceeds [***], Drexel’s royalty rate under this Agreement can be reduced pro rata with the 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 other license agreements, provided, however, that in no event shall Drexel’s royalty under this Agreement be below [***] of Net Sales Licensed Patent Royalty Term for such Licensed Product; Product in such country. (iib) in In consideration of its license to the event all Valid Claims Licensed Know-how hereunder, Licensee shall pay to Licensor a quarterly royalty equal to *** of the patents and patent applications under Net Sales (the Patent Rights that cover “Earned Know-how Royalty”) of a particular Licensed Product sold, transferred or otherwise disposed of in a particular country where no Valid Claim exists covering the sale of the applicable such Licensed Product in such country during the applicable country expire or become abandonedLicensed Know-how Royalty Term for such Licensed Product in such country. For avoidance of doubt, during the royalty payable to Drexel shall be reduced to [***] of Net Sales Licensed Know-how Royalty Term for the applicable Licensed Product; (iii) in the event the sale of a particular Licensed Product in a particular country is not covered by the Patent Rightscountry, the royalty payable to Drexel Earned Know-how Royalties shall be [***] payable in respect of Net Sales sales of such Licensed Product in such country if there are no Valid Claims covering the sale of such Licensed Product in such country; . (c) The Earned Patent Royalty and the Earned Know-how Royalty shall not be cumulative, such that only one Earned Royalty (ivi.e., the Earned Patent Royalty or the Earned Know-how Royalty, as applicable) on a territory-by-territory basis, in the event a Generic Equivalent of a will be payable with respect to any Licensed Product enters sold during the market, the royalty payable to Drexel for Sales of such Licensed Product 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 other country, the provisions of item (iii) of this Section 5.4 shall not apply and the royalty payable to Drexel shall be [***] of Net Sales, subject to reduction provisions of items (i), (ii) and (iv) of this Section 5.4Term.

Earned Royalties. (i) In partial further consideration of the Licenserights and licenses granted by CCF to CBL under this Agreement, Company will CBL agrees to pay CCF for each Product Sold in the commercial market by CBL, a CBL affiliate, or a joint venture in which CBL is involved, CBL agrees to pay to Drexel for each Quarter during the term of this Agreement CCF as “Earned Royalties” a royalty equal to [***] calculated as a percentage of the Net Sales of a Licensed Products in accordance with the terms and conditions of this Agreement. The royalty is deemed earned as of earlier of the date CBL receives payment for the sale, lease or other disposition of the Product for consideration or the Quarterdate the Product is Sold to a consumer. The [***] Subject to the terms of this Agreement, the royalty rate may be reduced on a Licensed Product-by-Licensed Product, quarter-by-quarter and territory-by-territory basis shall remain fixed while this Agreement is in effect as follows: (ia) in the event Company pays royalties to Drexel for any Licensed Patent which is solely owned by CCF, a rate of two percent (2%); (b) for any Licensed Patent which is jointly owned by CCF and CBL, a rate of 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 aggregate royalty rate exceeds [***], Drexel’s royalty rate percent (1%). (ii) Royalties due CCF under this Agreement can shall be reduced pro rata by the amount of royalties, if any, paid to third parties by CBL, its Affiliates or sublicensees in order to make, use or sell the Products, pursuant to agreements entered into in good faith after the date of this Agreement with parties owning or controlling a patent containing patent claims which, but for such agreements, would bar the third party manufacture, use or other Drexel royalty rates according sale of a Product derived from any of the Licensed Rights. (iii) The obligation to the following formula: reduced Drexel royalty rate pay royalties under this Agreement = [***]shall be waived and excused to the extent that statutes, where A laws, codes or government regulations (including currency exchange regulations) of any foreign country in which Products are sold prevent such royalty payments by the seller of Products (whether CBL, its Affiliates or sublicensees). In the event that royalty payments to CCF are excused pursuant to this paragraph, the parties shall negotiate a mutually acceptable arrangement that preserves the benefit of this Agreement for each of the parties; (iv) If a compulsory license is granted to a third party with respect to a Product in any country in the initial Drexel Licensed Territory with a royalty rate under lower than provided in this AgreementSection 4.C, B is then the aggregate royalty rate of to be paid by CBL to CCF on the other license agreements, provided, however, selling price in that in no event shall Drexel’s royalty under this Agreement be below [***] of Net Sales for such Licensed Product; (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 reduced to [***] of Net Sales for the applicable Licensed Product; rate paid by the compulsory licensee. (iiiv) in In the event that more than one patent within the sale Licensed Patents is applicable to any Product subject to royalties under Section 4.C or Section 4.D, then only one royalty shall be paid to CCF as follows: (a) for more than one Licensed Patent, each of which is solely owned by CCF, the royalty shall be at the rate of a Licensed Product in a particular country Patent solely owned by CCF, (b) for more than one Licensed Patent, one of which is not covered jointly owned by the Patent RightsCCF and CBL, the royalty payable to Drexel shall be [***] at the rate of Net Sales a Licensed Patent jointly owned by CCF and CBL. (vi) The royalties payable under Section 4.C shall be paid on a country-by-country basis on each Product until the expiration of all Licensed Patents which cover such Licensed Product in such country; and . (ivvii) on a territory-by-territory basis, in In the event a Generic Equivalent of a that more than one patent within the Licensed Patents is applicable to any Product enters subject to royalties under Section 4.C or Section 4.D, then the market, the royalty payable to Drexel for Sales of such Licensed Product in such territory Earned Royalties due CCF hereunder shall be reduced equal to [***]. For claritythe amount calculated in Section 4.C(i) multiplied by X divided by Y, in where “X” is the event number of applicable patents within the sale Licensed Patents that are solely owned by CCF and “Y” is the total number of a applicable patents within the 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 other country, the provisions of item (iii) of this Section 5.4 shall not apply and the royalty payable to Drexel shall be [***] of Net Sales, subject to reduction provisions of items (i), (ii) and (iv) of this Section 5.4Patents.