Common use of Earned Royalty Clause in Contracts

Earned Royalty. Licensee must pay to The Regents the following royalty for the corresponding Net Sales amounts calculated annually (each an “Earned Royalty”): Up to [***] [***] Between [***] and [***] [***] Between [***] and [***] [***] Above [***] [***] For clarity, the Net Sales taken into account for royalty rate tier determination are with respect to total global amount of Net Sales. For example, if global Net Sales exceed One Hundred Million Dollars in a calendar year, Net Sales above that amount will incur a higher royalty rate, regardless of where the sale has occurred. This royalty rate shall be reduced to [***] of Net Sales with respect to Licensed Products that are Licensed Products per Section 1.6(ii), but are not Licensed Products per Section 1.6(i). Earned Royalties hereunder shall be computed on a quarterly basis for the quarters ending March 31st, June 30th, September 30th, and December 31st of each calendar year and shall be due and payable at the same time the royalty reports are due under Section 6.2 for such quarter. If Licensee (or any Sublicensee or any Affiliate, as applicable) after the Effective Date (and for clarity not with respect to any third party licenses it has executed prior to the Effective Date) is obligated to pay a non-Affiliate third party (other than The Regents) royalties on net sales (“Third Party Royalty”) in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or a Sublicensee, or an Affiliate as applicable) may in Licensee’s (or such Sublicensee’s or Affiliate’s, as applicable) judgment reasonably be considered to infringe or misappropriate such third party intellectual property rights in order to use or practice the Patent Rights, then Licensee will have the right, upon Licensee’s (or a Sublicensee’s, or an Affiliate’s as applicable), execution of a license with such third party for such third party intellectual property rights, to credit fifty percent (50%) of any earned royalty payment made to such third party in any given year in consideration for such third party intellectual property rights, against the Earned Royalty due The Regents under this Agreement, provided that: a) The sum of such Third Party Royalty rate and the Earned Royalty rate set forth in this Agreement is equal to or greater than [***] of Net Sales in the affected portion of the applicable Licensed Territory; b) On an ongoing basis and prior to reduction of any Earned Royalty due The Regents under this Agreement for a given calendar quarter, Licensee first provides written evidence to The Regents of Licensee’s (or any Sublicensee’s, or Affiliate’s as applicable), royalty obligations to such third party for such calendar quarter demonstrating that such royalty obligation is in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or any Sublicensee, or Affiliate of Licensee or any Sublicensee as applicable), may reasonably be considered to infringe or misappropriate such third party patent rights in the manufacture, use, import, offer for sale, or sell of a Licensed Product; and c) In no event shall royalties or other amounts due to The Regents under this Agreement in any reporting period be so reduced to less than [***] of the amount that would otherwise be due The Regents under this Agreement; and d) In no event may may Licensee apply the anti-royalty stacking provision set forth in this Article 4.3 of this Agreement to the Net Sales of a Licensed Product wherein the royalty owed to the third party with respect to such Licensed Product is in relation to the Combination Product Component of the Licensed Product.

Earned Royalty. Licensee must RUGA will pay to The Regents the following royalty for the corresponding Stanford earned royalties (Y%) on Net Sales amounts calculated annually (each an “Earned Royalty”): Up as follows: a) [*****] of incremental Net Sales of Licensed Products exceeding [*****]; b) [*****] of incremental Net Sales of Licensed Products equal to [*****] and more than [***] Between **]; c) [***] and [***] [***] Between [***] and [***] [***] Above [***] [***] For clarity, the Net Sales taken into account for royalty rate tier determination are with respect to total global amount of Net Sales. For example, if global Net Sales exceed One Hundred Million Dollars in a calendar year, Net Sales above that amount will incur a higher royalty rate, regardless of where the sale has occurred. This royalty rate shall be reduced to [***] of incremental Net Sales with respect to of Licensed Products that are Licensed Products per Section 1.6(ii), but are not Licensed Products per Section 1.6(i). Earned Royalties hereunder shall be computed on a quarterly basis for the quarters ending March 31st, June 30th, September 30th, and December 31st of each calendar year and shall be due and payable at the same time the royalty reports are due under Section 6.2 for such quarter. If Licensee (or any Sublicensee or any Affiliate, as applicable) after the Effective Date (and for clarity not with respect to any third party licenses it has executed prior to the Effective Date) is obligated to pay a non-Affiliate third party (other than The Regents) royalties on net sales (“Third Party Royalty”) in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or a Sublicensee, or an Affiliate as applicable) may in Licensee’s (or such Sublicensee’s or Affiliate’s, as applicable) judgment reasonably be considered to infringe or misappropriate such third party intellectual property rights in order to use or practice the Patent Rights, then Licensee will have the right, upon Licensee’s (or a Sublicensee’s, or an Affiliate’s as applicable), execution of a license with such third party for such third party intellectual property rights, to credit fifty percent (50%) of any earned royalty payment made to such third party in any given year in consideration for such third party intellectual property rights, against the Earned Royalty due The Regents under this Agreement, provided that: a) The sum of such Third Party Royalty rate and the Earned Royalty rate set forth in this Agreement is equal to or greater than [***] of Net Sales in the affected portion of the applicable Licensed Territory; b) On an ongoing basis and prior to reduction of any Earned Royalty due The Regents under this Agreement for a given calendar quarter, Licensee first provides written evidence to The Regents of Licensee’s (or any Sublicensee’s, or Affiliate’s as applicable), royalty obligations to such third party for such calendar quarter demonstrating that such royalty obligation is in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or any Sublicensee, or Affiliate of Licensee or any Sublicensee as applicable), may reasonably be considered to infringe or misappropriate such third party patent rights in the manufacture, use, import, offer for sale, or sell of a Licensed Product; and c) In no event shall royalties or other amounts due to The Regents under this Agreement in any reporting period be so reduced to less than [*****]. [*****] If a governmental entity in any jurisdiction “breaks” a patent licensed from Stanford without the requirement that a royalty be paid to RUGA or Stanford or if Stanford or RUGA is obligated to issue a sublicense to a third party or governmental entity in any jurisdiction as a matter of law, rule, regulation or government action, and such license contains royalty rates lower than those due from RUGA, the royalties due from RUGA shall be adjusted automatically in such jurisdiction to equal the rates due from the party receiving the compulsory license or benefit of the amount that would otherwise be due The Regents under this Agreement; and d) In no event may may Licensee apply the anti-royalty stacking provision set forth in this Article 4.3 Stanford patent having been broken. For any Licensed Product sold as part of this Agreement to the a combination product, Net Sales of a Licensed Product wherein the royalty owed to the third party with respect to such Licensed Product is shall be adjusted downward to reflect the existence of more than one active therapeutic ingredient as a component in relation the sales price of such combination product based on the fair value contributed to the Combination Licensed Product Component by each active therapeutic ingredient. With respect to any Licensed Product relying upon a proprietary delivery system for which RUGA owes a royalty to a third party, RUGA may choose to have such delivery system regarded as a therapeutic ingredient pursuant to this combination product provision or may take account of such royalty obligation to a third party under the stacking provisions described above, but not both. Regardless of such choice, such adjustment shall not exceed a reduction in a royalty payment by more than [*****]. All the applicable royalties set forth above in this Section 7.4 (including the annual minimum payment in 7.2) shall be reduced by [*****] for any Licensed ProductProducts covered solely by one or more Jointly Owned Patents and sold in the Exclusive Licensed Field of Use. Notwithstanding anything to the contrary in this Agreement, RUGA shall not have any obligations to make any payments to Stanford based upon the sale in the Non-Exclusive Field of Use of any Licensed Products covered solely by one or more Jointly Owned Patents or based on any recovery obtained by RUGA pursuant to Section 14.4 with respect to infringement of a Jointly Owned Patent in the Non-Exclusive Field of Use.

Earned Royalty. Licensee must (a) LESSEE shall pay to The Regents LESSOR as earned royalties for all merchantable coal actually mined, removed and sold from Tract No. 1 an amount equal to five (5%) percent of the following royalty average gross realization price for such coal, F.O.B. mine or tipple, but in no event shall the corresponding Net Sales amounts calculated annually royalties payable hereunder be less than One Dollar (each $1.00) per ton. (b) LESSEE shall pay to LESSOR as earned royalties for all merchantable coal actually mined, removed and sold from Tract No. 2 by the mountaintop, surface or auger methods an “Earned Royalty”): Up amount equal to [***] [***] Between [***] seven (7%) percent of the average gross realization price for such coal, F.O.B. mine or tipple, but in no event shall the royalties payable hereunder be less than One Dollar and [***] [***] Between [***] Fifty Cents ($1.50) per ton. (c) LESSEE shall pay to LESSOR as earned royalties for all merchantable coal actually mined, removed and [***] [***] Above [***] [***] For claritysold from Tract No. 2 by the deep or underground methods an amount equal to five (5%) percent of the average gross realization price for such coal, F.O.B. mine or tipple, but in no event shall the Net Sales taken into account for royalty rate tier determination are with respect royalties payable hereunder be less than One Dollar ($1.00) per ton. (d) A ton is hereby defined to total global amount mean 2,000 pounds. Any loss caused by the removal of Net Sales. For exampleimpurities in the coal, if global Net Sales exceed One Hundred Million Dollars in a calendar yearsuch as rock, Net Sales above that amount will incur a higher royalty rateslate, regardless of where or the sale has occurred. This royalty rate like, shall be reduced deducted from the gross weight of the raw coal removed from the property, and the royalties will be paid only on the net tonnage of saleable coal. LESSEE shall keep accurate records of all coal mined, removed and sold from the premises which shall be open at all reasonable times for inspection by the LESSOR, its representatives or agents, and shall furnish LESSOR a monthly statement showing the number of tons of coal sold and the average gross realization price thereof from the leased premises during the preceding month. (e) Said royalties shall be paid to [***] the LESSOR on or before the 25th day of Net Sales with respect to Licensed Products that are Licensed Products per Section 1.6(ii)the month following the month during which such coal is mined, but are not Licensed Products per Section 1.6(i)removed or sold from the premises. Earned Royalties payable hereunder shall be computed on a quarterly basis for the quarters ending March 31st, June 30th, September 30th, divided among and December 31st of each calendar year and shall be due and payable at the same time the royalty reports are due under Section 6.2 for such quarter. If Licensee (or any Sublicensee or any Affiliate, as applicable) after the Effective Date (and for clarity not with respect to any third party licenses it has executed prior paid to the Effective Date) is obligated to pay a non-Affiliate third party (other than The Regents) royalties on net sales (“Third Party Royalty”) in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or a Sublicensee, or an Affiliate as applicable) may in Licensee’s (or such Sublicensee’s or Affiliate’s, as applicable) judgment reasonably be considered to infringe or misappropriate such third party intellectual property rights in order to use or practice the Patent Rights, then Licensee will have the right, upon Licensee’s (or a Sublicensee’s, or an Affiliate’s as applicable), execution of a license with such third party for such third party intellectual property rights, to credit fifty percent (50%) of any earned royalty payment made to such third party in any given year in consideration for such third party intellectual property rights, against the Earned Royalty due The Regents under this Agreement, provided that: a) The sum of such Third Party Royalty rate and the Earned Royalty rate set forth in this Agreement is equal to or greater than [***] of Net Sales parties LESSOR in the affected portion of the applicable Licensed Territory; b) On an ongoing basis and prior to reduction of any Earned Royalty due The Regents under this Agreement for a given calendar quarterfollowing proportions, Licensee first provides written evidence to The Regents of Licensee’s (or any Sublicensee’s, or Affiliate’s as applicable), royalty obligations to such third party for such calendar quarter demonstrating that such royalty obligation is in consideration for patent rights owned or controlled by such nonto-Affiliate third party without a license to which Licensee (or any Sublicensee, or Affiliate of Licensee or any Sublicensee as applicable), may reasonably be considered to infringe or misappropriate such third party patent rights in the manufacture, use, import, offer for sale, or sell of a Licensed Product; and c) In no event shall royalties or other amounts due to The Regents under this Agreement in any reporting period be so reduced to less than [***] of the amount that would otherwise be due The Regents under this Agreement; and d) In no event may may Licensee apply the anti-royalty stacking provision set forth in this Article 4.3 of this Agreement to the Net Sales of a Licensed Product wherein the royalty owed to the third party with respect to such Licensed Product is in relation to the Combination Product Component of the Licensed Product.wit: Xxxxx X. Xxxx 28% Xxxx Xxxxxxx Xxxxxxxx 18% Xxxxx Xxxxxx 18% Xxxxxxxxx Xxxxxxxxxxx 18% Xxxxxx X. Xxxx 18%

Earned Royalty. Licensee must KSA agrees to pay AH earned royalties on Net Sales by or on behalf of KSA and its sublicensees as follows: 3.1 of Net Sales as defined in the Primary Sublicense Agreement; 3.1.1 The parties agree and acknowledge that pursuant to The Regents Section 2.6.3 of the following royalty Primary Sublicense Agreement, the license granted pursuant to Article 2 of this Agreement is granted for no additional payments beyond those set forth in the Primary Sublicense Agreement and those set forth in this Appendix D, provided that KSA shall remain responsible for the corresponding payment of royalties in accordance with the Primary Sublicense Agreement such that any Net Sales amounts calculated annually (each an “Earned Royalty”): Up Sales, as defined herein, have been accounted for under the Primary Sublicense Agreement and applicable royalties have been paid to [***] [***] Between [***] and [***] [***] Between [***] and [***] [***] Above [***] [***] For clarity, the Net Sales taken into account for royalty rate tier determination are AH with respect to total global amount of such Net Sales. For In the event that such royalties are not paid under the Primary Sublicense Agreement, KSA shall pay AH a royalty based on Net Sales, as defined herein and in the Primary Sublicense Agreement, at the same rates and amounts and on the same terms and conditions as specified in Section 4 of the Primary Sublicense Agreement. In addition and because the sales of Licensed Products or practice of Licensed Processes, each as defined herein, shall include a combination of Licensed Products and/or Licensed Processes, each as defined in the Primary Sublicense Agreement, and a suitable endosome pH-raising agent, as defined by the Licensed Patent Rights (for example, if global chloroquine) KSA shall pay an additional one percent (I%) royalty finder this Agreement for Net Sales exceed One Hundred Million Dollars of Licensed Products or practice of Licensed Processes as these terms are defined in a calendar yearthe Primary Sublicense Agreement and this Agreement, Net Sales above that amount will incur a higher royalty ratenamely, regardless mutated diphtheria immunotoxins, for the indicated Licensed Field of where Use and in the sale has occurredLicensed Territory. This Notwithstanding anything in this Section 3.1.1 of Appendix D to the contrary, consistent with Section 4.4(f) of the Primary Sublicense Agreement the additional royalty rate owed under this Agreement shall be reduced to [***] * while the Primary Sublicense Agreement is in effect. Therefore, while the Primary Sublicense Agreement and this Agreement are in effect, KSA shall pay AH the royalty rate set forth in the Primary Sublicense Agreement on Net Sales of the Licensed Products or practice of Licensed Processes as those terms are defined under the Primary Sublicense Agreement and this Agreement, specifically, the applicable royalty rate under the Primary Sublicense Agreement and * under this Agreement. 3.2 Notwithstanding the terms of Section 3.1 of this Appendix D, after expiration of the last to expire of the Licensed Patent Rights, as defined in the Primary Sublicense Agreement, and until expiration of the last to expire of the Licensed Patent Rights, as defined herein, KSA shall pay AH a royalty of * of Net Sales with respect to Licensed Products that are Licensed Products per Section 1.6(ii)as defined in this Agreement and, but are not Licensed Products per Section 1.6(i). Earned Royalties hereunder shall be computed on a quarterly basis for without duplication, Net Sales as defined in the quarters ending March 31st, June 30th, September 30th, and December 31st of each calendar year and shall be due and payable at the same time the royalty reports are due under Section 6.2 for such quarter. If Licensee (or any Sublicensee or any Affiliate, as applicable) after the Effective Date (and for clarity not with respect to any third party licenses it has executed prior Primary Sublicense Agreement without regard to the Effective Dateterm of any patent) is obligated in combination with Net Sales as defined in this Agreement. KSA further agrees that the total earned royalties due to pay AH can rise to a total of * should the provisions of the related non-Affiliate third party (other than The Regents) royalties exclusive patent licenses, the Manufacturing Patent License Agreement and Drug Delivery Patent Sublicense Agreement between the parties and dated on net sales (“Third Party Royalty”) even date herewith, be in consideration for patent rights owned or controlled by effect. In such non-Affiliate third party without a license to which Licensee (or a Sublicenseecase, or an Affiliate as applicable) may in Licensee’s (or such Sublicensee’s or Affiliate’s, as applicable) judgment reasonably be considered to infringe or misappropriate such third party intellectual property rights in order to use or practice the Patent Rights, then Licensee will have the right, upon Licensee’s (or a Sublicensee’s, or an Affiliate’s as applicable), execution of a license with such third party for such third party intellectual property rights, to credit fifty percent (50%) of any earned royalty payment made to such third party in any given year in consideration for such third party intellectual property rights, against the Earned Royalty due The Regents * under this Agreement, provided that: a) The sum of * under such Third Party Royalty rate Manufacturing Patent License Agreement and the Earned Royalty rate set forth in this Agreement is equal to or greater than [***] of Net Sales in the affected portion of the applicable Licensed Territory; b) On an ongoing basis and prior to reduction of any Earned Royalty due The Regents * under this Agreement for a given calendar quarter, Licensee first provides written evidence to The Regents of Licensee’s (or any Sublicensee’s, or Affiliate’s as applicable), royalty obligations to such third party for such calendar quarter demonstrating that such royalty obligation is in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or any Sublicensee, or Affiliate of Licensee or any Sublicensee as applicable), may reasonably be considered to infringe or misappropriate such third party patent rights in the manufacture, use, import, offer for sale, or sell of a Licensed Product; and c) In no event shall royalties or other amounts due to The Regents under this Agreement in any reporting period be so reduced to less than [***] of the amount that would otherwise be due The Regents under this Drug Delivery Patent Sublicense Agreement; and d) In no event may may Licensee apply the anti-royalty stacking provision set forth in this Article 4.3 of this Agreement to the Net Sales of a Licensed Product wherein the royalty owed to the third party with respect to such Licensed Product is in relation to the Combination Product Component of the Licensed Product.

Earned Royalty. (a) Licensee must shall pay to The Regents the following royalty for the corresponding Net Sales amounts calculated annually (each LS&CO. an “Earned Royalty”): Up to [***] [***] Between [***] and [***] [***] Between [***] and [***] [***] Above [***] [***] For clarity, the Net Sales taken into account for earned royalty rate tier determination are with respect on First Quality Products equal to total global amount (redacted) of Net Sales. For exampleHowever, if global during any Annual Period, should total Product sales exceed $71,000,000, provided that First Quality sales make up at least $68,500,000 of the $71,000,000 Net Sales exceed One Hundred Million Dollars in a calendar yearamount (together, the “Net Sales above Target”), Licensee shall receive a reduction in the royalty rate owed on First Quality Products equal to one-half a percent, such that amount will incur a higher royalty rate of (redacted) shall apply to all Net Sales of First Quality Products during that Annual Period (either rate, regardless of where the sale has occurred. This royalty rate “Earned Royalty Rate”). (b) Licensee’s projected Earned Royalty Rate for each Annual Period shall be reduced determined based on the Sales Plan submitted pursuant to [***] Section 4 of Net Sales with respect to Licensed Products that are Licensed Products per Section 1.6(ii), but are not Licensed Products per Section 1.6(i). Earned Royalties hereunder shall be computed on a quarterly basis this Agreement; Licensee will then make royalty payments for the quarters ending March 31st, June 30th, September 30th, and December 31st of each calendar year and shall be due and payable at the same time the royalty reports are due under Section 6.2 for such quarter. If Licensee (or any Sublicensee or any Affiliate, as applicable) after the Effective Date (and for clarity not with respect to any third party licenses it has executed prior to the Effective Date) is obligated to pay a non-Affiliate third party (other than The Regents) royalties upcoming Annual Period based on net sales (“Third Party Royalty”) in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or a Sublicensee, or an Affiliate as applicable) may in Licensee’s (or such Sublicensee’s or Affiliate’s, as applicable) judgment reasonably be considered to infringe or misappropriate such third party intellectual property rights in order to use or practice the Patent Rights, then Licensee will have the right, upon Licensee’s (or a Sublicensee’s, or an Affiliate’s as applicable), execution of a license with such third party for such third party intellectual property rights, to credit fifty percent (50%) of any earned royalty payment made to such third party in any given year in consideration for such third party intellectual property rights, against the Earned Royalty Rate dictated by projected Net Sales vis-à-vis the Net Sales Target. If, at any time during the year, Licensee exceeds the Net Sales Target and therefore Licensee’s actual Earned Royalty Rate is less than the projected Earned Royalty Rate, Licensee shall receive a credit towards its next quarterly payment due The Regents under this Agreement, provided that: a) The sum of such Third Party Royalty rate equal to the difference between the actual Earned Royalties owed and the Earned Royalty amounts paid to date. If, at the end of the year, it turns out that Licensee’s actual Earned Royalty Rate is greater than the projected Earned Royalty Rate because Licensee has not met the Net Sales Target as anticipated in the Sales Plan, Licensee shall pay LS&CO., at the time it delivers the annual statement for that Annual Period as described in Section 9.2, the difference between the actual Earned Royalties owed and the Earned Royalty amounts paid to date with its next quarterly payment. (c) During each Annual Period, Licensee shall pay to LS&CO. an earned royalty rate set forth in this Agreement is on items produced that are merchantable but not suitable for sale at list price because they contain minor production or material flaws not affecting proper usage of the Trademarks (“Seconds”) or First Quality Products sold at a discount off of published wholesale price of no less than twenty-five percent (25%) (“Closeouts”; Seconds and Closeouts together, “Second Quality Products”), equal to or (redacted). Licensee shall pay First Quality Earned Royalty Rate on Second Quality Products for any Annual Period to the extent that sales of Second Quality Products (other than Involuntary Discontinuations as defined below) are greater than [***] (redacted) of total Product sales (in terms of dollars) (the “Second Quality Cap”). For any such Annual Period, Licensee shall pay LS&CO., at the time it delivers the annual statement for that Annual Period as described in Section 9.2, an amount equal to the difference between the First Quality Earned Royalty Rate and the Second Quality Earned Royalty Rate on all Net Sales in of Second Quality Products above the affected portion of the applicable Licensed Territory;Second Quality Cap. b) On an ongoing basis and prior to reduction of any Earned Royalty due The Regents under this Agreement for a given calendar quarter, Licensee first provides written evidence to The Regents of Licensee’s (or any Sublicensee’s, or Affiliate’s as applicable), royalty obligations to such third party for such calendar quarter demonstrating that such royalty obligation is in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or any Sublicensee, or Affiliate of Licensee or any Sublicensee as applicable), may reasonably be considered to infringe or misappropriate such third party patent rights in the manufacture, use, import, offer for sale, or sell of a Licensed Product; and c) In no event shall royalties or other amounts due to The Regents under this Agreement in any reporting period be so reduced to less than [***] of the amount that would otherwise be due The Regents under this Agreement; and d) In no the event may may Licensee apply the anti-royalty stacking provision set forth that LS&CO. notifies licensee in this Article 4.3 of this Agreement to the Net Sales of a Licensed Product wherein the royalty owed to the third party with respect to such Licensed Product is in relation to the Combination Product Component writing that one or more of the Licensed ProductTrademarks will be removed form Exhibit A in one hundred fifty (150) days or less, Licensee may sell Products bearing the formerly approved Trademarks as Closeouts only to those Approved Retailers approved under Section 8.3 for a period of one hundred twenty (120) days after Licensee receives written notice from LS&CO. of the removal of said Trademarks from Exhibit A (“Involuntary Discontinuations”). Licensee shall pay to LS&CO. the Second Quality Royalty Rate on any Involuntary Discontinuations.

Earned Royalty. Licensee must As additional consideration of the rights and licenses granted by Mayo to Company herein, except as otherwise provided in this Article 3, Company agrees to pay to The Regents the following royalty for the corresponding Mayo as running royalties a percentage of Net Sales amounts calculated annually from Licensed Products and Buck Licensed Products sold by Company, its Affiliates and Sublicensees as follows: (each an “Earned Royalty”): Up a) [***]% of (i) annual Net Sales of Know-How Products and (ii) of annual net sales of Buck Know-How Products; (b) For Patent Products and Buck Patent Products for which there are no Valid Claims within the Patent Rights or Buck Patent Rights covering the composition of matter of the applicable Licensed Product or Buck Licensed Product: Annual Net Sales of Licensed Product Applicable Royalty Rate Portion of worldwide annual Net Sales of such Patent Products and Buck Patent Products less than or equal to [***] Dollars (US$[***]) [***]% Portion of worldwide annual Net Sales of such Patent Products and Buck Patent Products over [***] Between Dollars (US$[***] and ]) [***] [***] Between [***] ]% (c) For Patent Products and [***] [***] Above [***] [***] For clarity, Buck Patent Products for which there is at least one Valid Claim within the Patent Rights covering the composition of matter of the applicable Patent Product or Buck Patent Product: Annual Net Sales taken into account for royalty rate tier determination are with respect to total global amount of Net Sales. For example, if global Licensed Product Applicable Royalty Rate Portion of worldwide annual Net Sales exceed One Hundred Million Dollars in a calendar year, Net Sales above that amount will incur a higher royalty rate, regardless of where the sale has occurred. This royalty rate shall be reduced such Patent Products and Buck Patent Products less than or equal to [***] of Net Sales with respect to Licensed Products that are Licensed Products per Section 1.6(ii), but are not Licensed Products per Section 1.6(i). Earned Royalties hereunder shall be computed on a quarterly basis for the quarters ending March 31st, June 30th, September 30th, and December 31st of each calendar year and shall be due and payable at the same time the royalty reports are due under Section 6.2 for such quarter. If Licensee Dollars (or any Sublicensee or any Affiliate, as applicableUS$[***]) after the Effective Date (and for clarity not with respect to any third party licenses it has executed prior to the Effective Date) is obligated to pay a non-Affiliate third party (other than The Regents) royalties on net sales (“Third Party Royalty”) in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or a Sublicensee, or an Affiliate as applicable) may in Licensee’s (or such Sublicensee’s or Affiliate’s, as applicable) judgment reasonably be considered to infringe or misappropriate such third party intellectual property rights in order to use or practice the Patent Rights, then Licensee will have the right, upon Licensee’s (or a Sublicensee’s, or an Affiliate’s as applicable), execution of a license with such third party for such third party intellectual property rights, to credit fifty percent (50%) of any earned royalty payment made to such third party in any given year in consideration for such third party intellectual property rights, against the Earned Royalty due The Regents under this Agreement, provided that: a) The sum of such Third Party Royalty rate and the Earned Royalty rate set forth in this Agreement is equal to or greater than [***]% [***] of Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Annual Net Sales in the affected portion of the applicable Licensed Territory; b) On an ongoing basis Product Applicable Royalty Rate Portion of worldwide annual Net Sales of such Patent Products and prior to reduction of any Earned Royalty due The Regents under this Agreement for a given calendar quarter, Licensee first provides written evidence to The Regents of Licensee’s (or any Sublicensee’s, or Affiliate’s as applicable), royalty obligations to such third party for such calendar quarter demonstrating that such royalty obligation is in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or any Sublicensee, or Affiliate of Licensee or any Sublicensee as applicable), may reasonably be considered to infringe or misappropriate such third party patent rights in the manufacture, use, import, offer for sale, or sell of a Licensed Product; and c) In no event shall royalties or other amounts due to The Regents under this Agreement in any reporting period be so reduced to less than Buck Patent Products over [***] Dollars (US$[***]) [***]% Licensed Products or Buck Licensed Products transferred to Mayo or its Affiliates are not considered transfers for purposes of the amount that would otherwise be due The Regents under this Agreement; and d) In no event may may Licensee apply the anti-royalty stacking provision set forth in this Article 4.3 of this Agreement to the determining Net Sales of a Licensed Product wherein the royalty owed or for calculating Earned Royalty. No Earned Royalty is due to the third party with respect Mayo on transfers to such Licensed Product is in relation to the Combination Product Component of the Licensed ProductMayo or its Affiliates.

Earned Royalty. Licensee must pay to The Regents the following an earned royalty for the corresponding Net Sales amounts calculated annually (each an “Earned Royalty”): Up to [***] [***] Between [***] and [***] [***] Between [***] and [***] [***] Above [***] [***] For clarity, the Net Sales taken into account for royalty rate tier determination are with respect to total global amount of Net Sales. For example, if global Net Sales exceed One Hundred Million Dollars in a calendar year, Net Sales above that amount will incur a higher royalty rate, regardless of where the sale has occurred. This royalty rate shall be reduced to [***] of Net Sales with respect to Licensed Products that are Licensed Products per Section 1.6(ii), but are not Licensed Products per Section 1.6(i(each an “Earned Royalty”). All Earned Royalties hereunder shall under this Agreement will be computed on a quarterly basis for for, and paid within thirty (30) days of the quarters end of, each quarter ending March 31st, June 30th, September 30th, and December 31st of each calendar year and shall (wherein the sale will be due and payable at deemed to have occurred upon the same time earliest of the royalty reports are due under Section 6.2 for following (as applicable): (a) the transfer of title to or shipment of, or the provision to a customer of, a Licensed Product (b) the provision of an invoice with respect to a Licensed Product, or (c) receipt of payment for, such quarterLicensed Product. If Licensee (or any Sublicensee or any Affiliate, as applicable) after the Effective Date (and for clarity not with respect to any third party licenses it has executed prior to the Effective Date) is obligated to pay a non-Affiliate third party (other than The Regents) royalties on net sales (“Third Party Royalty”) in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or a Sublicensee, or an Affiliate as applicable) may in Licensee’s (or such Sublicensee’s or Affiliate’s, as applicable) judgment reasonably be considered to would necessarily infringe or misappropriate such third party intellectual property patent rights in order to use or the practice of the Patent Rights, then Licensee will have the right, upon Licensee’s (or a Sublicensee’s, or an Affiliate’s as applicable), execution of a license with such third party for such third party intellectual property patent rights, to credit fifty thirty-three percent (5033%) of any earned royalty payment made to such third party in any given year in consideration for such third party intellectual property patent rights, against the Earned Royalty royalty due The Regents under this Agreement, provided that: a) The sum of such Third Party Royalty rate and the Earned Royalty rate set forth in this Agreement is equal to or greater than [***] of Net Sales in the affected portion of the applicable Licensed Territory; b(i) On an ongoing basis basis, and prior to reduction of any Earned Royalty royalty due The Regents under this Agreement for a given calendar quarter, Licensee first provides written evidence to The Regents of Licensee’s (or any Sublicensee’s, or Affiliate’s as applicable), royalty obligations to such third party for such calendar quarter demonstrating that such royalty obligation is in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or any Sublicensee, or Affiliate of Licensee or any Sublicensee as applicable), may reasonably be considered to would necessarily infringe or misappropriate such third party patent rights in the manufacture, use, import, offer for sale, or sell of a Licensed Product; and c(ii) In no event shall royalties or other amounts due to The Regents under this Agreement in any reporting period be so reduced to less than [***] fifty percent (50%) of the amount that would otherwise be due The Regents under this Agreement; and d. If the Licensed Product is sold by Licensee or a Sublicensee as a component of another product such as a kit, composition of matter or other combination product (each of the foregoing products that contain a Licensed Product as a component a “Combination Product”), Licensee shall pay The Regents a royalty on such sales by Licensee or Sublicensee(s) In no event may may Licensee apply of such Combination Product by treating such Combination Products as a Licensed Product and the anti-royalty stacking due The Regents on sales of such Licensed Product shall be calculated in accordance with the royalty provision set forth in this Article 4.3 of this Agreement to the Net Sales of a Licensed Product wherein the royalty owed to the third party with respect to such Licensed Product is in relation to the Combination Product Component of the Licensed Productherein.

Earned Royalty. (a) Licensee must shall be obligated to pay to The Regents the following Licensor quarterly earned royalty for the corresponding Net Sales amounts calculated annually payments (each an “"Earned Royalty”): Up to [***] [***] Between [***] and [***] [***] Between [***] and [***] [***] Above [***] [***] For clarity, the Net Sales taken into account for royalty rate tier determination are with respect to total global amount of Net Sales. For example, if global Net Sales exceed One Hundred Million Dollars in a calendar year, Net Sales above that amount will incur a higher royalty rate, regardless of where the sale has occurred. This royalty rate shall be reduced to [***] of Net Sales with respect to Licensed Products that are Licensed Products per Section 1.6(ii), but are not Licensed Products per Section 1.6(i). Earned Royalties hereunder shall be computed on a quarterly basis for the quarters ending March 31st, June 30th, September 30th, and December 31st of each calendar year and ") which shall be due and payable on each Quarterly Payment Date and on the Final Adjustment Date (subject to Section 3.4). With respect to each Calendar Quarter, the Earned Royalty due on the Quarterly Payment Date immediately following such Calendar Quarter shall be an amount equal to the sum of (i) * % of the aggregate Estimated Tax Credits generated by the Project during such Calendar Quarter and (ii) with respect to the Earned Royalty due on any Adjustment Date, plus or minus *. Notwithstanding the foregoing, the Licensor agrees that the Licensee shall not have any obligation to make any Quarterly Payments of Earned Royalty unless and until the date the conditions set forth in Section 3.1(g) in the Company Agreement have been satisfied or waived. The final Earned Royalty shall be due on the Final Adjustment Date and shall be in the amount of the Final Adjustment Amount if such Final Adjustment Amount is a positive amount. (b) The Manager of Licensee shall prepare its calculation of the Estimated Tax Credits and the Earned Royalty for each Calendar Quarter at the same time that the royalty reports are due under Manager prepares its calculation of the amount of the Quarterly Contribution as provided in Section 6.2 for such quarter. If Licensee (or any Sublicensee or any Affiliate, as applicable) after the Effective Date (and for clarity not with respect to any third party licenses it has executed prior to the Effective Date) is obligated to pay a non-Affiliate third party (other than The Regents) royalties on net sales (“Third Party Royalty”) in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or a Sublicensee, or an Affiliate as applicable) may in Licensee’s (or such Sublicensee’s or Affiliate’s, as applicable) judgment reasonably be considered to infringe or misappropriate such third party intellectual property rights in order to use or practice the Patent Rights, then Licensee will have the right, upon Licensee’s (or a Sublicensee’s, or an Affiliate’s as applicable), execution of a license with such third party for such third party intellectual property rights, to credit fifty percent (50%3.1(e) of any earned royalty payment made to such third party in any given year in consideration for such third party intellectual property rights, against the Company Agreement and shall submit a report showing the determination of the Earned Royalty due The Regents under this Agreementto the Licensor at the same time as the Manager submits the report described in Section 3.1(f) of the Company Agreement to the Members' Accountant for review. (c) If the Licensor objects to the Manager's calculation of any Earned Royalty, provided that: a) The sum of the Licensor shall notify the Purchaser within two weeks after the Purchaser has submitted the report to the Licensor. If the Licensor disputes the Purchaser's calculations, the Purchaser shall, in good faith, consider the issues raised or in dispute and discuss such Third Party Royalty rate issues with the Licensor and attempt to reach a mutually satisfactory agreement, taking into account as well, any issues raised by the Members' Accountant and if such dispute is promptly resolved, the adjusted amount agreed upon shall be the Earned Royalty rate set forth due. If the dispute is not promptly resolved, the Purchaser shall pay, on the Quarterly Payment Date, the amount not in this Agreement is equal to or greater than [***] of Net Sales dispute. Thereafter, the Licensor, the Manager and the Members' Accountant shall promptly select an independent entity qualified and knowledgeable in the affected portion area who shall be instructed to resolve the dispute promptly and, upon resolution of the applicable Licensed Territory; b) On an ongoing basis and prior dispute, if it is determined that additional Quarterly Contributions are due from the Members, the corresponding additional amount shall be paid to reduction of any Earned Royalty due The Regents under this Agreement for a given calendar quarter, Licensee first provides written evidence to The Regents of Licensee’s (or any Sublicensee’s, or Affiliate’s as applicable), royalty obligations to such third party for such calendar quarter demonstrating that such royalty obligation is in consideration for patent rights owned or controlled by such non-Affiliate third party without a license to which Licensee (or any Sublicensee, or Affiliate of Licensee or any Sublicensee as applicable), may reasonably be considered to infringe or misappropriate such third party patent rights in the manufacture, use, import, offer for sale, or sell of a Licensed Product; and c) In no event shall royalties or other amounts due to The Regents under this Agreement in any reporting period be so reduced to less than [***] Licensor within ten days of the amount that would otherwise be due date of such determination, together with interest thereon from the date sixty days after the relevant Quarterly Payment Date, at the rate of 6% per annum. * Exhibit contains confidential material which has been omitted pursuant to a Confidential Treatment Request. The Regents under this Agreement; and d) In no event may may Licensee apply omitted information has been filed separately with the anti-royalty stacking provision set forth in this Article 4.3 of this Agreement to the Net Sales of a Licensed Product wherein the royalty owed to the third party with respect to such Licensed Product is in relation to the Combination Product Component of the Licensed ProductSecurities and Exchange Commission.