Common use of Earned Royalties Clause in Contracts

Earned Royalties. 6.1 The Licensee shall also pay to The Regents an earned royalty equal to a percentage of the Net Sales of Licensed Products and/or Licensed Methods, with the percentage royalty rate determined according to the following schedule, based upon the level of annual Net Sales of Licensed Products and 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 sublicensee, if the amount of royalties payable to Licensee by such sublicensee based on sublicensee’s Net Sales is less than [*] of Net Sales, then The Regents agree to negotiate in good faith a reduction of 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) ten years after first commercial sale of such Licensed Product or Licensed Method in such country.

Earned Royalties. 6.1 The Licensee shall also In partial consideration of the License, Company will pay to The Regents an earned Drexel for each Quarter during the term of this Agreement a royalty equal to a percentage [***] of the Net Sales of a Licensed Products and/or Product for the Quarter. The [***] royalty rate may be reduced on a Licensed MethodsProduct-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 percentage third party or other Drexel royalty rate determined rates according to the following scheduleformula: reduced Drexel royalty rate under this Agreement = [***], based upon where A is the level initial Drexel royalty rate under this Agreement, B is the aggregate royalty rate of annual 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 Products Product in such country; and (iv) on a territory-by-territory basis, in the event a Generic Equivalent of a Licensed Methods worldwide: Up Product enters the market, the royalty payable to $250 million Drexel for Sales of such Licensed Product in such territory shall be reduced to [*] $250 million **]. 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 $500 million Drexel shall be [*] 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 sublicensee, if the amount of royalties payable to Licensee by such sublicensee based on sublicensee’s Net Sales is less than [*] of Net Sales, then The Regents agree subject to negotiate in good faith a reduction provisions of 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: items (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) ten years after first commercial sale and (iv) of such Licensed Product or Licensed Method in such countrythis Section 5.4.

Earned Royalties. 6.1 The (a) In consideration of its license to the Licensed Patents hereunder, Licensee shall also pay to The Regents an earned Licensor a quarterly royalty equal to a percentage *** of the Net Sales of Licensed Products and/or Licensed Methods, with (the percentage royalty rate determined according to the following schedule, based upon the level of annual Net Sales of Licensed Products and 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 sublicensee, if the amount of royalties payable to Licensee by such sublicensee based on sublicensee’s Net Sales is less than [*] of Net Sales, then The Regents agree to negotiate in good faith a reduction of 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 “Earned Patent Royalty”) of a particular Licensed Product sold, transferred or otherwise disposed of in a particular country where a Valid Claim exists covering the sale of such Licensed Product in such Country during the Licensed Patent Royalty Term for such Licensed Product in such country. (b) In consideration of its license to the Licensed Know-how hereunder, Licensee shall pay to Licensor a quarterly royalty equal to *** of the Net Sales (the “Earned Know-how Royalty”) of a particular Licensed MethodProduct sold, then Licensee transferred or otherwise disposed of in a particular country where no Valid Claim exists covering the sale of such Licensed Product in such country during the Licensed Know-how Royalty Term for such Licensed Product in such country. For avoidance of doubt, during the Licensed Know-how Royalty Term for a particular Licensed Product in a particular country, Earned Know-how Royalties shall have the right to credit an amount equal to [*] be payable in respect 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 in such country if there are no Valid Claims covering 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) ten years after first commercial sale of such Licensed Product or Licensed Method in such country. (c) The Earned Patent Royalty and the Earned Know-how Royalty shall not be cumulative, such that only one Earned Royalty (i.e., the Earned Patent Royalty or the Earned Know-how Royalty, as applicable) will be payable with respect to any Licensed Product sold during the Term. For avoidance of doubt, all sales, transfers or other dispositions of Licensed Products during the Term (other than any transfer or use of a Licensed Product for clinical trials or compassionate use) shall result in an Earned Royalty being due and payable hereunder. Accordingly, (i) if the sale, transfer or other disposition of a Licensed Product occurs during the Term and in a country 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 sought or because all Valid Claims in such country have expired or otherwise), then such sale, transfer or other disposition shall result in an Earned Know-how Royalty payment obligation.

Earned Royalties. 6.1 The Licensee shall also (i) In further consideration of the rights and licenses granted by CCF to CBL under this Agreement, 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 The Regents an earned CCF as “Earned Royalties” a royalty equal to calculated as a percentage of the Net Sales of Licensed Products and/or Licensed Methods, in accordance with the percentage terms and conditions of this Agreement. The royalty rate determined according 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 date the Product is Sold to a consumer. Subject to the following scheduleterms of this Agreement, based upon the level royalty shall remain fixed while this Agreement is in effect as follows: (a) for any Licensed Patent which is solely owned by CCF, a rate of annual Net Sales two percent (2%); (b) for any Licensed Patent which is jointly owned by CCF and CBL, a rate of Licensed Products and Licensed Methods worldwide: Up to $250 million [*] $250 million to $500 million [*] Above $500 million [*]one percent (1%). 6.2 With respect to royalties owed to The Regents (ii) Royalties due to sales of Licensed Products and/or Licensed Methods CCF under this Agreement shall be reduced by a sublicensee, if the amount of royalties payable royalties, if any, paid to Licensee third parties by such sublicensee based on sublicensee’s Net Sales is less than [*] of Net SalesCBL, then The Regents agree its Affiliates or sublicensees in order to negotiate 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 reduction of the royalty rate applicable to patent containing patent claims which, but for such sublicensee’s Net Salesagreements, 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 would bar the manufacture, use, import use or sale of a particular Licensed Product or particular Licensed Method, then Licensee shall have the right to credit an amount equal to [*] derived from any of the aggregate royalty amounts paid Licensed Rights. (iii) The obligation to pay royalties under this Agreement shall be waived and excused to the unaffiliated extent that statutes, 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 parties against the royalties owing to The Regents under Section 6.1 above party with respect to sales of such a Product in any country in the Licensed Product or Licensed Method; Territory with a royalty rate lower than provided in this Section 4.C, then the royalty rate to be paid by CBL to CCF on the selling price in that country shall be reduced to the credit for any given year does not reduce rate paid by the royalties owing to The Regents by compulsory licensee. (v) In the event that more than [*]one patent within the 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 Patent solely owned by CCF, (b) for more than one Licensed Patent, one of which is jointly owned by CCF and CBL, the royalty shall be at the rate of a Licensed Patent jointly owned by CCF and CBL. 6.4 Royalty obligations (vi) The royalties payable under this Article 6, as to a particular Licensed Product or Licensed Method, Section 4.C shall expire, be paid on a country-by-country basis, upon basis on each Product until the later of: (i) the date of expiration of the last to expire issued patent included in the Regents’ Patent Rights that claims the all Licensed Patents which cover such Product or Licensed Method (as applicable) in the particular country, or (ii) ten years after first commercial sale of such Licensed Product or Licensed Method in such country. (vii) In the event that more than one patent within the Licensed Patents is applicable to any Product subject to royalties under Section 4.C or Section 4.D, then the Earned Royalties due CCF hereunder shall be equal to the amount calculated in Section 4.C(i) multiplied by X divided by Y, where “X” is the number of applicable patents within the Licensed Patents that are solely owned by CCF and “Y” is the total number of applicable patents within the Licensed Patents.

Earned Royalties. 6.1 (a) For the period starting from the Effective Date and ending immediately prior to the Amendment Effective Date: (1) The Licensee shall also agrees to pay to The Regents an the NIAID earned royalty equal to a percentage of the royalties on Net Sales of Licensed Products and/or in the Licensed Methods, with Territory by or on behalf of the percentage Licensee as follows: i. [***] on the portion of Net Sales of the Licensed Products in [***]; (No royalty rate determined according stacking to the following schedule, based upon the level of annual apply). ii. [***] on Net Sales of Licensed Products and Licensed Methods worldwide: Up to $250 million outside of [***] $250 million up to $500 million [*] Above $500 million **]; iii. [*] 6.2 With respect to royalties owed to The Regents due to sales **] on Net Sales of Licensed Products and/or Licensed Methods by a sublicensee, if the amount outside of [***] over [***]. For royalties payable under Paragraphs III(a)(1)ii and III(a)(1)iii above, Licensee may deduct from any royalty payments due to Licensee by such sublicensee based on sublicensee’s Net Sales is less than [*] of Net Sales, then The Regents agree to negotiate in good faith a reduction of 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 NIAID an amount equal to [***] of any royalty paid by Licensee to a Third Party on Net Sales for the aggregate Licensed Product under a Third Party license obtained by Licensee; provided that the royalty amounts paid deductions shall not reduce the royalty payable to NIAID to less than a floor of [***] for Net Sales up to [***] and a floor of [***] for Net Sales over [***]. (b) From and after the unaffiliated third parties against Amendment Effective Date: (1) The Licensee agrees to pay the royalties owing to The Regents under Section 6.1 above NIAID with respect to sales Licensed Products that are manufactured in a country in which there is a Licensed Patent Right covering the manufacture, use, sale, offer for sale, or import of such Licensed Product in such country of manufacture and/or that are sold in a country in which there is a Licensed Patent Right covering the manufacture, use, sale, offer for sale, or import of such Licensed Method; provided that Product in such country of sale, earned royalties on Net Sales of such Licensed Products by or on behalf of the credit for any given year does not reduce Licensee and all sublicensees in the royalties owing to The Regents by more than Licensed Territory as follows: i. In [***], on a [***] basis, [***] on Net Sales of the Licensed Products in each [***] ([***]). ii. Outside of [***], on a [***] basis, [***] on Net Sales of Licensed Products in each [***]. 6.4 Royalty obligations (2) Solely for royalties payable on Net Sales of Licensed Products outside of [***] under this Article 6Paragraph III(b)(1)ii above, as to a particular Licensed Product or Licensed Method, shall expireLicensee may, on a country-by-country [***] and [***] basis, upon the later of: (i) the date deduct from any earned royalty payments due to NIAID on Net Sales of expiration of the last to expire issued patent included in the Regents’ Patent Rights that claims the a Licensed Product in a country an amount equal to [***] of any royalty paid by Licensee to a Third Party on Net Sales of such Licensed Product in such country under a Third Party license obtained by Licensee or Licensed Method (as applicable) in a sublicensee that is necessary or useful for the particular country, manufacture or (ii) ten years after first commercial sale of such Licensed Product or ([***]); provided that the aggregate royalty deductions for all such CONFIDENTIAL [***] Based on Patent License Non-Exclusive Sublicensable Agreement Model EXECUTION VERSION royalties paid by Licensee to Third Parties on Net Sales of such Licensed Method Product in such countrycountry in the respective reporting period shall not reduce the royalty payable to NIAID on Net Sales of such Licensed Product in such country in such reporting period to less than a floor of [***] of Net Sales of such Licensed Product. (3) [***] For the avoidance of doubt, royalty obligations regarding Net Sales of Combination Products shall be calculated as demonstrated in the scenarios set forth in Appendix H.

Earned Royalties. 6.1 The (a) In consideration of its license to the Licensed Patents hereunder, Licensee shall also pay to The Regents an earned Licensor a quarterly royalty equal to a percentage *** of the Net Sales of Licensed Products and/or Licensed Methods, with (the percentage royalty rate determined according to the following schedule, based upon the level of annual Net Sales of Licensed Products and 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 sublicensee, if the amount of royalties payable to Licensee by such sublicensee based on sublicensee’s Net Sales is less than [*] of Net Sales, then The Regents agree to negotiate in good faith a reduction of 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 “Earned Patent Royalty”) of a particular Licensed Product sold, transferred or otherwise disposed of in a particular country where a Valid Claim exists covering the sale of such Licensed Product in such Country during the Licensed Patent Royalty Term for such Licensed Product in such country. (b) In consideration of its license to the Licensed Know-how hereunder, Licensee shall pay to Licensor a quarterly royalty equal to *** of the Net Sales (the “Earned Know-how Royalty”) of a particular Licensed MethodProduct sold, then Licensee transferred or otherwise disposed of in a particular country where no Valid Claim exists covering the sale of such Licensed Product in such country during the Licensed Know-how Royalty Term for such Licensed Product in such country. For avoidance of doubt, during the Licensed Know-how Royalty Term for a particular Licensed Product in a particular country, Earned Know-how Royalties shall have the right to credit an amount equal to [*] be payable in respect 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 in such country if there are no Valid Claims covering 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) ten years after first commercial sale of such Licensed Product or Licensed Method in such country. (c) The Earned Patent Royalty and the Earned Know-how Royalty shall not be cumulative, such that only one Earned Royalty (i.e., the Earned Patent Royalty or the Earned Know-how Royalty, as applicable) will be payable with respect to any Licensed Product sold during the Term.