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”): Net Sales (applied on a per calendar year basis) Royalty rate 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:

Earned Royalty. Licensee must Combangio will pay to The Regents the following royalty for the corresponding Stanford earned royalties (Y%) on Net Sales amounts calculated annually as follows (each an “‘‘Earned RoyaltyRoyalties”): Amount of Annual Net Sales Royalty Percentage (applied on a per calendar year basisY%) Royalty rate Up to of Net Sales < $USD [***] [***] Between percent ([**]%) > $USD [**] and < $USD [***] [***] Between percent ([**]%) > $USD [**] and < $USD [***] [**] percent ([**]%) $USD [**] Above < $USD [***] [**] percent ([**]%) $USD [**] < $USD [**] [**] percent ([**]%) $USD [**] [**] percent ([**]%) ​ For clarity, Earned Royalties will be paid on a tiered structure based on the portion of Net Sales taken into account of Licensed Products in each such tier. By way of example only, in the event that Net Sales in a given year are $USD [**]. Earned Royalties will be payable on a country-by-country basis and Licensed Product-by-Licensed Product basis on Net Sales of Licensed Products in each such country until the last to occur of the following: (i) the last to expire Valid Claim covering such Licensed Product in the Licensed Field of Use in the country of sale; and (ii) the last to expire Valid Claim covering such Licensed Product in the Licensed Field of Use in the country of manufacture. For clarity, in the event that there are no Valid Claims in either i) or ii) above for royalty rate tier determination are a given Licensed Product in a given country, no Earned Royalty will be payable 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 occurredof such Licensed Product in such country. This royalty rate In no event 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). more than one 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 Royalty 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 hereunder with respect to any third party licenses it has executed prior Licensed Product unit; nor shall an Earned Royalty be payable hereunder with respect to sales of Licensed Product for use in research and/or development, in clinical trials or as samples. In the Effective Date) event that the total annual Earned Royalties that Combangio is obligated required to pay a non-Affiliate to Stanford, and all other royalties payable by Combangio, its Affiliates and Sublicensees to any third party (other than The Regents) royalties on net sales (“Third Party Royalty”) parties in consideration for patent rights owned connection with the development, manufacture 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 commercialization of a license with such third party for such third party intellectual property rights, to credit fifty given Licensed Product exceed [**] percent (50[**]%) of any earned royalty payment made Net Sales in aggregate, the ​ ​ royalties payable to such Stanford and each of the third party royalty recipients (each, a “Royalty Recipient”) shall be reduced on a proportional basis according to each Royalty Recipient’s share of the total percentage royalty payable on such Net Sales of such Licensed Product, so that the aggregate royalties payable to all Royalty Recipients does not exceed [**] percent ([**]%) of Net Sales of such Licensed Product. But in any given year in consideration for such third party intellectual property rights, against no event shall the applicable Stanford Earned Royalty due The Regents under this Agreement, provided that:above be reduced by more than [**]%.

Earned Royalty. After satisfaction of and pursuant to the conditions for the payment of the Fixed Royalty, Licensee must shall thereafter pay to The Regents the following Licensor quarterly earned royalty payments ("Earned Royalty") in an amount equal to * (subject to adjustment as set forth below) per million British thermal units of heat content ("mmbtu") for the corresponding Net Sales amounts calculated annually first * tons of product produced and sold at the Facility during any contract year and * (each an “Earned Royalty”): Net Sales (applied on a subject to adjustment as set forth below) per calendar year basis) Royalty rate Up to [***] [***] Between [***] and [***] [***] Between [***] and [***] [***] Above [***] [***] For clarity, the Net Sales taken into account for royalty rate tier determination are mmbtu with respect to total global amount product in excess of Net Sales. For example, if global Net Sales exceed One Hundred Million Dollars in * tons up to a calendar maximum of * tons at the Facility during any contract year, Net Sales above that amount will incur a higher minus * per ton of product produced and sold up to * tons in any contract year and * per ton thereafter, but in no event shall such deductions apply to more than * tons during any contract year or * tons produced during any contract year. In no event shall Licensee owe any 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 sales at the Facility during any contract year * tons. An example of the Earned Royalty calculation is attached hereto as Exhibit A. A "contract year" shall consist of the 12 calendar months beginning on the first day of the month after the Facility begins Commercial Production and each twelve month period thereafter. The royalty amounts per Section 1.6(ii), but are not Licensed Products per Section 1.6(i). Earned Royalties hereunder mmbtu stated above 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 adjusted with respect to any third party licenses it has executed prior production in calendar year 1998 by the increase or decrease in the inflation adjustment factor (set forth in Code Section 29(d)(2)) applicable to calendar year 1998 over the inflation adjustment factor applicable to calendar year 1996, and shall thereafter be adjusted annually to reflect further annual increases or decreases in such inflation adjustment factor. For purposes of this section, the number of btu with respect to which payment is due shall equal the btu reported by Licensee to the Effective Date) IRS for purposes of claiming Tax Credits, including any subsequent adjustments thereto, and the number of tons shall be conclusively determined by railroad weights if the product is obligated shipped unmixed with other material and by belt scales at or adjacent to pay a non-Affiliate third party (the Facility if the product is mixed with 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 material before being shipped. Earned Royalty shall be applicable to production at the Facility as to which Tax Credits are claimed (subject to Section 3.7 below) regardless of whether such production resulted from the use of the Coal Briquetting Technology or Licensee (Technology 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 any combination thereof. * Confidential material omitted and filed separtely with 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:Commission.

Earned Royalty. (a) During each Annual Period of the Initial Term and the Renewal Term, if any, Licensee must shall pay to The Regents the following royalty LS&CO. earned royalties on (i) first quality Products, (ii) second * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION quality, closeout, and end of season Products ("Second Quality"), and (iii) Products specifically designed and approved for the corresponding Net Sales sale to LS&CO outlet stores (currently operated by Designs, Inc. and MOST) ("Made for Outlet") in amounts calculated annually as follows: ------------------------------------------------------------------------------------------- Men's ------------------------------------------------------------------------------------------- Initial Term and First Quality Second Quality Made for Outlet Renewal Term ------------- -------------- --------------- ----------------- (each an “Earned Royalty”): Net Sales % of Aggregate (applied on a per calendar year basis) Royalty rate 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 Aggregate (% of Aggregate Net Sales) Net Sales) Net Sales) 1st Annual Period [____]* [____]* [____]* ------------------------------------------------------------------------------------------- In the event that LS&CO. For examplenotifies Licensee in writing that one or more of the Trademarks will be removed from Exhibit A in one hundred fifty (150) days or less, if global Net Sales exceed One Hundred Million Dollars Licensee may sell Products bearing the formerly approved Trademarks as closeout items 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., no later than thirty (30) days after the end of each quarterly period, an amount equal to the excess of earned royalties in a calendar year, Net Sales above quarter over the Guaranteed Minimum Royalty for 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 shall pay Second Quality royalty rates on Involuntary Discontinuations. Licensee shall pay First Quality royalty rates on Second Quality Products for 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 Annual Period to the Effective Date) is obligated to pay a non-Affiliate third party extent that sales of Second Quality Products (other than The RegentsInvoluntary Discontinuations) are greater than [____]* of total Product sales (in terms of dollars). 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 amount during that Annual Period that the Licensee owed for royalties on net sales (“Third Party Royalty”) Second Quality Products 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 excess of the Patent Rights, then Licensee will have amount already paid over 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:[____]*.