Common use of Fees and Royalties Clause in Contracts

Fees and Royalties. In consideration for the license granted herein to LICENSEE under Patent Rights LICENSEE agrees to pay to UNIVERSITY: (a) license maintenance fees of i) [***] on the [***] anniversary of the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] and annually thereafter on each anniversary of the Effective date; (b) an earned royalty of [***] on Net Sales; [***] 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. (c) [***] of all sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in this Paragraph 3.1 shall be paid by LICENSEE in accordance with the provisions of Paragraph 4.3. If there are multiple, stacking royalties required to be paid by LICENSEE to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***].

Fees and Royalties. In The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Technology and Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITY: (a) a license maintenance fees issue fee of i) Twenty Thousand dollars (US$20,000), no later than [***] after the Effective Date. This Paragraph 3.1(a) will survive the termination, expiration or assignment of this Agreement. (b) the following license maintenance fees per year are payable on the [***] anniversary of the Effective Date, and ii) ][***] of the Effective Date and annually thereafter on each anniversary; provided however, that LICENSEE’s obligation to pay this fee shall end on the date when LICENSEE is commercially selling a Licensed Product: [***] anniversary of the Effective Date, and iii) [***] on the [***] and annually thereafter on each anniversary of the Effective date; (b) an earned royalty of [***] on Net Sales; [***] Certain information in this document has been omitted and filed separately with [***] [***] [***] [***] [***] (c) LICENSEE shall pay UNIVERSITY the Securities and Exchange Commissionfollowing milestone payments within [***] of achievement of such milestone by LICENSEE or any Sublicensee for [***]: If [***] [***] [***] If [***] [***] [***] For the sake of clarity, should [***], then [***]. Confidential treatment has been requested with respect to the omitted portionsFor example, [***]. Also, [***]. (cd) an earned royalty on Net Sales of Licensed Products by LICENSEE, Sublicensees and/or Affiliates as follows: In the event LICENSEE is required to pay royalties to one or more third parties for patent rights necessary to make, use or sell Licensed Products, LICENSEE may deduct [***] from the earned royalties payable to UNIVERSITY for every [***] LICENSEE actually pays to said third parties; provided, however, in no event shall the amount payable to UNIVERSITY be less than [***] of the amount otherwise due. LICENSEE shall be required to pay the following minimum annual royalties commencing on the first commercial sale of a Licensed Product: [***] [***] [***] [***] [***] [***] (e) [***] of all sublicense fees Sublicense Fees received by LICENSEE from its Sublicensees that are not earned royalties; provided, however, that following (i) [***] or (ii) [***], whichever occurs first, the percentage of Sublicense Fees due to UNIVERSITY shall be reduced to [***]. All fees and royalty payments specified in this Paragraph 3.1 Paragraphs 3.1(a) through 3.1(e) above shall be paid by LICENSEE in accordance with the provisions of pursuant to Paragraph 4.3. If there are multiple, stacking royalties required to 4.3 and shall be paid delivered by LICENSEE to any third party UNIVERSITY as noted in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]Paragraph 10.1.

Fees and Royalties. In consideration for 4.1 For the rights, privileges and license granted herein to hereunder, LICENSEE under Patent Rights LICENSEE agrees to shall pay to UNIVERSITYRESEARCH FOUNDATION: (a) license maintenance fees Milestone payments payable, if at all, at the times and upon achievement of the Milestones set forth on Appendix B. (b) Running royalties equal to the Applicable Royalty Amount. The “Applicable Royalty Amount” shall be [********] of Net Sales of Licensed Products in any country; provided that, with respect to a particular Licensed Product in a particular country: (i) if (A) [********] on or (B) there exists Competition for such Licensed Product in such country, the Applicable Royalty Amount shall be reduced to [********] anniversary of Net Sales of such Licensed Product in such country; and (ii) if LICENSEE (or a sublicensee) deems it necessary or advisable to secure a third party license in order to practice in such country any portion of the Effective Datelicense granted by RESEARCH FOUNDATION hereunder (including, and ii) without limitation, the sale of Licensed Products), the Applicable Royalty Amount shall be reduced by [***] on *****]of the amounts paid to secure such third party license, but in no event to an amount less than [********] anniversary of Net Sales of Licensed Products in such country. Notwithstanding the foregoing: (1) the obligations in this Paragraph 4.1(b) shall expire with respect to Net Sales of a particular Licensed Product in a particular country on the date of expiration of the Effective Datelast-to-expire Valid Claim included in the Patent Rights covering, and iiiin whole or in part, such Licensed Product in such country; (2) if Licensed Products are sold or leased by a sublicensee, LICENSEE shall instead pay to RESEARCH FOUNDATION the lesser of the amount calculated as provided above in this Paragraph 4.1(b) or [***] on the [*****] and annually thereafter on each anniversary of the Effective daterunning royalties on the sale or lease of Licensed Products actually received by LICENSEE from such sublicensee; (b3) an earned royalty the Company’s obligation to pay royalties under this Paragraph 4.1(b) shall be imposed only once with respect to the same unit of a Licensed Product regardless of how many Patent Rights or Valid Claims pertain thereto; and (4) all Annual License Fees, in the aggregate, paid by LICENSEE hereunder as of the NDA Filing Date shall be creditable against running royalties due under this Paragraph 4.1, after any reduction resulting from application of the various subparagraphs of this Paragraph 4.1; provided that a maximum of [********] on Net Sales; shall be creditable annually under this subparagraph (4). [***] 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.*****] (c) [********] of all sublicense fees Sublicense Fees actually received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in this Paragraph 3.1 shall be paid by LICENSEE in accordance with the provisions of Paragraph 4.3. If there are multipleany sublicensee, stacking royalties required to be paid by LICENSEE reduced to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] if such sublicense is granted together (whether in the same or in a related agreement) with Substantial LICENSEE IP Rights. 4.2 Royalty payments shall be paid in United States dollars in Tampa, Florida, or at such other place as RESEARCH FOUNDATION may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes that the LICENSEE is required by law to a rate determined by [***], provided, however, that in no event shall withhold on remittance of the royalty payments will be deducted from the royalty paid. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate payable prevailing at the Chase Manhattan Bank (N.A.) on the last business day of the calendar quarter reporting period to LICENSEE be less than [***]. Notwithstanding which such royalty payments relate. 4.3 In addition to the foregoing, if LICENSEE’s agreement with any LICENSEE shall pay to RESEARCH FOUNDATION (i) the Annual License Fee, which obligation shall expire as of the NDA Filing Date, and (ii) for the rights granted to LICENSEE in Paragraph 2.1(b), the Annual Rights Fee, each such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace payment to be made within thirty (30) days of each anniversary of the aggregate royalty rate set forth Effective Date in this Section with [***]United States dollars.

Fees and Royalties. In The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITY: (a) a license issue fee of ten thousand dollars (US$10,000), within [***] days after the Effective Date; (a) will survive the termination, expiration or assignment of this Agreement. (b) license maintenance fees of [***] per year and payable on the first anniversary of the Effective Date and annually thereafter on each anniversary; provided however, that such maintenance fees will be creditable against earned royalties in any given payment period; (c) LICENSEE shall pay UNIVERSITY the following milestone payments for each Licensed Product: (i) [***] on the [***] anniversary of the Effective Date, and ] (ii) [***] on the [***] anniversary of the Effective Date, and ] (iii) [***] on the ] (iv) [***] and annually thereafter on each anniversary of the Effective date;] (bv) [***] (vi) [***] (vii) [***] (c) will be payable upon each action only once for each unique Licensed Product. (d) an earned royalty of [***] on Net Sales; Sales of Licensed Products by LICENSEE, Sublicensees, and/or Affiliates, provided, however, that: (i) in the event LICENSEE is required to pay royalties, to one or more third parties for patent rights necessary to make, use or sell Licensed Products, LICENSEE may deduct [***] Certain information from the earned royalties payable to UNIVERSITY for every [***] LICENSEE [***] to said third parties; provided, however, in this document has been omitted no event shall the amount payable to UNIVERSITY be less than [***] of the amount otherwise due. For clarity, LICENSEE shall only pay an earned royalty for Licensed Product made or sold in the Territory; royalties shall not accrue (and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLICENSEE shall pay no royalties) on any other sale of Licensed Products. (ce) [***] of all sublicense Sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees royalties or for reimbursement of research and royalty payments specified in this Paragraph 3.1 shall be paid by LICENSEE in accordance with the provisions development expenses up to a maximum of Paragraph 4.3. If there are multiple, stacking royalties required to be paid by LICENSEE to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from however, if LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] grants a sublicense to a rate determined by [***]SUBLICENSEE in accordance with Paragraph 2.2 for further research or development, providedbut not sale, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***]Licensed Products, LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]then no percentage of Sublicense fees shall be owed to UNIVERSITY.

Fees and Royalties. In The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Technology and Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITY: (a) a license issue fee of ten thousand dollars (US$10,000) to be paid within thirty (30) days after the Effective Date. (b) license maintenance fees of i[***] dollars (US[***]) per [***] and payable on the [***] of the Effective Date and [***] thereafter on each [***] for the first [***]; license maintenance fees of [***] dollars (US[***]) per [***] on the [***] anniversary of the Effective Date], and ii) [***] of the Effective Date and license maintenance fees of [***] [***] dollars (US[***]) per [***] and payable on the [***] anniversary of the Effective Date, Date and iii) [***] thereafter on the each [***] and annually thereafter provided however, that LICENSEE’s obligation to pay this fee shall end on each anniversary of the Effective date;date when LICENSEE is commercially selling a Licensed Product. (bc) LICENSEE shall pay UNIVERSITY the milestone payment as described in Exhibit C. (d) an earned royalty of [***] percent ([***]%) on Net Sales; Sales of Licensed Products (with [***] Certain information in this document has been omitted for stacking and filed separately with the Securities [***] for combination products); and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.a [***] percent ([***]%) royalty on sales of Licensed Products that utilize Technology, but not Patent Rights by LICENSEE, Sublicensees, and/or Affiliates; (ce) [***] percent ([***]%) of all sublicense Sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in this Paragraph 3.1 Paragraphs 3.1(a) through 3.1(e) above shall be paid by LICENSEE in accordance with the provisions of pursuant to Paragraph 4.3. If there are multiple, stacking royalties required to 4.3 and shall be paid delivered by LICENSEE to any third party UNIVERSITY as noted in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]Paragraph 10.1.

Fees and Royalties. In The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITY: (a) A license maintenance fees issue fee of i) Twenty Thousand dollars (US$20,000), no later than [***] after the Effective Date. This Paragraph 3.1(a) will survive the termination, expiration or assignment of this Agreement. (b) The following license maintenance fees per year as set forth below and payable on the [***] anniversary of the Effective Date, and ii) ][***] of the Effective Date and annually thereafter on each anniversary; provided however, that LICENSEE’s obligation to pay this fee shall end on the date when LICENSEE is commercially selling a Licensed Product: [***] anniversary of the Effective Date, and iii) [***] on the [***] and annually thereafter on each anniversary of the Effective date; (b) an earned royalty of [***] on Net Sales; [***] Certain information in this document has been omitted and filed separately with [***] [***] [***] [***] [***] (c) LICENSEE shall pay UNIVERSITY the Securities and Exchange Commissionfollowing milestone payments upon achievement of such milestone by LICENSEE or any Sublicensee for a [***]: If [***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] If [***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] [ ***] For the sake of clarity, should [***], then [***]. Confidential treatment has been requested with respect to the omitted portionsFor example, [***]. Also, [***]. (cd) an earned royalty on Net Sales of Licensed Products by LICENSEE, Sublicensees and/or Affiliates as follows: provided, however, that the earned royalty due on Net Sales of Combination Product by LICENSEE and/or its Affiliate(s) shall be calculated as below: [***]: [***] [***]. In the event LICENSEE is required to pay royalties to one or more third parties for patent rights necessary to make, use or sell Licensed Products, LICENSEE may deduct [***] from the earned royalties payable to UNIVERSITY for every [***] LICENSEE actually pays to said third parties; provided, however, in no event shall the amount payable to UNIVERSITY be less than [***] of the amount otherwise due. LICENSEE shall be required to pay the following minimum annual royalties commencing on the first commercial sale of a Licensed Product: [***] [***] [***] [***] [***] [***] (e) [***] of all sublicense fees Sublicense Fees received by LICENSEE from its Sublicensees that are not earned royalties; provided, however, that following (i) [***] or (ii) [***], whichever occurs first, the percentage of Sublicense Fees due to UNIVERSITY shall be reduced to [***]. All fees and royalty payments specified in this Paragraph 3.1 Paragraphs 3.1(a) through 3.1(e) above shall be paid by LICENSEE in accordance with the provisions of pursuant to Paragraph 4.3. If there are multiple, stacking royalties required to 4.3 and shall be paid delivered by LICENSEE to any third party UNIVERSITY as noted in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]Paragraph 10.1.

Fees and Royalties. In The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITY: (a) a license maintenance fees of i) [***] on the [***] anniversary of the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] and annually thereafter on each anniversary of the Effective date; (b) an earned royalty issue fee of [***] on Net Sales; dollars (US$[***] ]) upon execution of this Agreement; *** Certain information in on this document page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) license maintenance fees of [***] dollars (US$[***]) per year and payable on the first anniversary of the Effective Date and annually thereafter on each anniversary; provided however, that LICENSEE’s obligation to pay this fee shall end on the date when LICENSEE is commercially selling a Licensed Product; (c) milestone payments in the amounts payable according to the following schedule or events for each Licensed Product: (i) $[***] [***] (ii) $[***] [***] (iii) $[***] [***] (iv) $[***] [***] (v) $[***] [***] provided, however, in the event a Licensed Product is designated as an “orphan” product when it achieves an above event, then LICENSEE shall only pay 25% of the amount for the corresponding event for each such orphan Licensed Product. (d) an earned royalty of [***] percent ([***]%) on Net Sales of Licensed Products by LICENSEE and/or its Affiliate(s); provided, however, that the earned royalty due on Net Sales of Combination Product by LICENSEE and/or its Affiliate(s) shall be calculated as below: Earned Royalties due UNIVERSITY = [***] *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [***] (e) In the event LICENSEE is required to pay royalties to one or more third parties for patent rights necessary to make, use or sell Licensed Products, LICENSEE may deduct $[***] from the earned royalties payable to UNIVERSITY for every $[***] LICENSEE actually pays to said third parties; provided, however, in no event shall the amount payable to UNIVERSITY be less than [***]% of the amount otherwise due. (f) [***] percent ([***]%) of all sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties; (g) on each and every sublicense royalty payment received by LICENSEE from its Sublicensees on sales of Licensed Product by Sublicensee, the higher of (i) [***] percent ([***]%) of the royalties received by LICENSEE; or (ii) royalties based on the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee; (h) beginning the calendar year of commercial sales of the first Licensed Product by LICENSEE, its Sublicensee, or an Affiliate and if the total earned royalties paid by LICENSEE under Paragraphs 3.1(d) and (g) to UNIVERSITY in any such year cumulatively amounts to less than [***] dollars (US$[***]) (“minimum annual royalty”), LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before [***] the difference between amount noted above and the total earned royalty paid by LICENSEE for such year under Paragraphs 3.1(d) and (g); provided, however, that for the year of commercial sales of the first Licensed Product, the amount of minimum annual royalty payable shall be pro-rated for the number of months remaining in that calendar year. All fees and royalty payments specified in this Paragraph 3.1 Paragraphs 3.1(a) through 3.1(h) above shall be paid by LICENSEE in accordance with the provisions of pursuant to Paragraph 4.3. If there are multiple, stacking royalties required to 4.3 and shall be paid delivered by LICENSEE to any third party UNIVERSITY as noted in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]Paragraph 10.1.

Fees and Royalties. In The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Technology, and Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITY: (a) a license issue fee of fifty thousand dollars (US$50,000), within thirty (30) days after the Effective Date (it being understood that LICENSEE has fully performed this obligation as of the Execution Date); (b) license maintenance fees of ififteen thousand dollars (US$15,000) [***] per year and payable on the [***] first anniversary of the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] Date and annually thereafter on each anniversary anniversary; provided however, that LICENSEE’s obligation to pay this fee shall end on the date when LICENSEE is commercially selling a Licensed Product (it being understood that LICENSEE has fully performed this obligation as of the Effective dateExecution Date); (bc) a license restatement fee of […***…]; (d) milestone payments in the amounts payable according to the following schedule or events: Amount Date or Event (i) For each orphan indication, the following amounts will be paid: […***…] […***…] For clarity, it is agreed that as of the Execution Date LICENSEE has […***…] under such clause with respect to such indication. (ii) For each non-orphan indication, the following amounts will be paid: […***…] For clarity, it is agreed that as of the Execution Date LICENSEE […***…] under such clause with respect to such indication. (e) during the Royalty Term, an earned royalty of […***] on Net Sales; [***] 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…]. (cf) [***] a percentage of all sublicense fees Sublicense Fees received by LICENSEE from its Sublicensees that are not earned royalties[…***…]: […***…]; (g) during the Royalty Term, on each and every Sublicense royalty payment received by LICENSEE from its Sublicensees on Net Sales of Licensed Product by Sublicensee, the higher of (i) the applicable percentage, determined pursuant to Paragraph 3.1(f), of royalty amounts received by LICENSEE from such Sublicensee; and (ii) royalties based on the applicable royalty rate in Paragraph 3.1(e) as applied to Net Sales of such Sublicensee. All fees For the sake of clarity, royalties due for Net Sales by Licensee and/or Affiliate(s), Paragraph 3.1(e) will apply and royalty payments specified in for Net Sales by Sublicensee, this Paragraph 3.1 shall be 3.1(g), will apply; (h) beginning the calendar year of commercial sales of the first Licensed Product by LICENSEE, its Sublicensee, or an Affiliate and if the total earned royalties paid by LICENSEE under Paragraphs 3.1(e) and (g) to UNIVERSITY in accordance with any such year cumulatively amounts to less than: a. […***…] b. […***…] (“minimum annual royalty”), LICENSEE shall pay to UNIVERSITY on or before February 28 following the provisions last quarter of Paragraph 4.3. If there are multiple, stacking royalties required to be such year the difference between the applicable minimum annual royalty above and the total earned royalty paid by LICENSEE to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products for such year under Paragraphs 3.1(e) and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], (g); provided, however, that for the year of commercial sales of the first Licensed Product, the amount of minimum annual royalty payable shall be pro-rated for the number of months remaining in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]that calendar year.

Fees and Royalties. In The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Technology, and Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITY: (a) a license issue fee of fifty thousand dollars (US$50,000), within thirty (30) days after the Effective Date; (b) license maintenance fees of ififteen thousand dollars (US$15,000) [***] per year and payable on the [***] first anniversary of the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] Date and annually thereafter on each anniversary of anniversary; provided however, that LICENSEE's obligation to pay this fee shall end on the Effective datedate when LICENSEE is commercially selling a Licensed Product; (bc) milestone payments in the amounts payable according to the following schedule or events: (i) For each orphan indication, the following amounts will be paid: […***…] […***…] (ii) For each non-orphan indication, the following amounts will be paid: […***…] (d) an earned royalty of […***] on Net Sales; [***] 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…]. (ce) [***] a percentage of all sublicense fees Sublicense Fees received by LICENSEE from its Sublicensees that are not […***…] […***…]; (f) on each and every Sublicense royalty payment received by LICENSEE from its Sublicensees on Net Sales of Licensed Product by Sublicensee, the higher of (i) the percentage of royalties received by LICENSEE according to the schedule in 3.1(e); or (ii) royalties based on the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee. For the sake of clarity, royalties due for Net Sales by Licensee and/or Affiliate(s), Section 3.1(d) will apply and for Net Sales by Sublicensee, this Section 3.1(f), will apply; (g) beginning the calendar year of commercial sales of the first Licensed Product by LICENSEE, its Sublicensee, or an Affiliate and if the total earned royalties. All fees and royalty payments specified in this Paragraph 3.1 shall be royalties paid by LICENSEE under Paragraphs3.1(d) and (f) to UNIVERSITY in accordance with any such year cumulatively amounts to less than: a. […***…] b. […***…] (“minimum annual royalty”), LICENSEE shall pay to UNIVERSITY on or before February 28 following the provisions last quarter of Paragraph 4.3. If there are multiple, stacking royalties required to be such year the difference between the applicable minimum annual royalty above and the total earned royalty paid by LICENSEE to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products for such year under Paragraphs3.1(d) and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], (f); provided, however, that for the year of commercial sales of the first Licensed Product, the amount of minimum annual royalty payable shall be pro-rated for the number of months remaining in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]that calendar year.

Fees and Royalties. In The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Technology, and Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITY: (a) a license issue fee of fifty thousand dollars (US$50,000), within thirty (30) days after the Effective Date (it being understood that LICENSEE has fully performed this obligation as of the Execution Date); (b) license maintenance fees of fifteen thousand dollars (US$15,000) per year and payable on the first anniversary of the Effective Date and annually thereafter on each anniversary; provided however, that LICENSEE’s obligation to pay this fee shall end on the date when LICENSEE is commercially selling a Licensed Product (it being understood that LICENSEE has fully performed this obligation as of the Execution Date); (c) a license restatement fee of [***]; (d) milestone payments in the amounts payable according to the following schedule or events: Amount Date or Event (i) For each orphan indication, the following amounts will be paid: [***] on the [***] anniversary For clarity, it is agreed that as of the Effective Date, and ii) Execution Date LICENSEE has [***] on under such clause with respect to such indication. (ii) For each non-orphan indication, the following amounts will be paid: [***] anniversary For clarity, it is agreed that as of the Effective Date, and iii) Execution Date LICENSEE [***] on the [***] and annually thereafter on each anniversary of the Effective date;under such clause with respect to such indication. (be) during the Royalty Term, an earned royalty of [***] on Net Sales; [***] 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]. (cf) [***] a percentage of all sublicense fees Sublicense Fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in this Paragraph 3.1 shall be paid by LICENSEE in accordance with the provisions of Paragraph 4.3. If there are multiple, stacking royalties required to be paid by LICENSEE to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed : [***]. The ; (g) during the Royalty Term, on each and every Sublicense royalty payment received by LICENSEE from its Sublicensees on Net Sales of Licensed Product by Sublicensee, the higher of (i) the applicable percentage, determined pursuant to Paragraph 3.1(f), of royalty amounts received by LICENSEE from such Sublicensee; and (ii) royalties based on the applicable royalty rate payable in Paragraph 3.1(e) as applied to Net Sales of such Sublicensee. For the sake of clarity, royalties due for Net Sales by Licensee and/or Affiliate(s), Paragraph 3.1(e) will apply and for Net Sales by Sublicensee, this Paragraph 3.1(g), will apply; (h) beginning the calendar year of commercial sales of the first Licensed Product by LICENSEE, its Sublicensee, or an Affiliate and if the total earned royalties paid by LICENSEE under Paragraphs 3.1(e) and (g) to UNIVERSITY will be reduced in any such year cumulatively amounts to less than: a. [***] b. [***] (“minimum annual royalty”), LICENSEE shall pay to a rate determined UNIVERSITY on or before February 28 following the last quarter of such year the difference between the applicable minimum annual royalty above and the total earned royalty paid by [***], LICENSEE for such year under Paragraphs 3.1(e) and (g); provided, however, that for the year of commercial sales of the first Licensed Product, the amount of minimum annual royalty payable shall be pro-rated for the number of months remaining in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]that calendar year.

Fees and Royalties. In The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Technology, and Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITY: (a) a license issue fee of fifty thousand dollars (US$50,000), within thirty (30) days after the Effective Date; (b) license maintenance fees of ififteen thousand dollars (US$15,000) [***] per year and payable on the [***] first anniversary of the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] Date and annually thereafter on each anniversary of anniversary; provided however, that LICENSEE’s obligation to pay this fee shall end on the Effective datedate when LICENSEE is commercially selling a Licensed Product; (bc) milestone payments in the amounts payable according to the following schedule or events: (i) For each orphan indication, the following amounts will be paid: [*****] (ii) For each non-orphan indication, the following amounts will be paid: [*****] (d) an earned royalty of [***] on Net Sales; [***] 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.] (ce) [***] a percentage of all sublicense fees Sublicense Fees received by LICENSEE from its Sublicensees [*****] (f) on each and every Sublicense royalty payment received by LICENSEE from its Sublicensees on Net Sales of Licensed Product by Sublicensee, the higher of (i) the percentage of royalties received by LICENSEE according to the schedule in 3.1(e); or (ii) royalties based on the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee; (g) beginning the calendar year of commercial sales of the first Licensed Product by LICENSEE, its Sublicensee, or an Affiliate and if the total earned royalties paid by LICENSEE under Paragraphs 3.1(d) and (f) to UNIVERSITY in any such year cumulatively amounts to less than: a. [*****] b. [*****] (“minimum annual royalty”), LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February 28 following the last quarter of such year the difference between amount noted above and the total earned royalty paid by LICENSEE for such year under Paragraphs 3.1(d) and (f); provided, however, that are not earned royaltiesfor the year of commercial sales of the first Licensed Product, the amount of minimum annual royalty payable shall be pro-rated for the number of months remaining in that calendar year. All fees and royalty payments specified in this Paragraph 3.1 Paragraphs 3.1(a) through 3.1(g) above shall be paid by LICENSEE in accordance with the provisions of pursuant to Paragraph 4.3. If there are multiple, stacking royalties required to 4.3 and shall be paid delivered by LICENSEE to any third party UNIVERSITY as noted in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]Paragraph 10.1.

Fees and Royalties. In As consideration for the license granted herein to LICENSEE under the Technology and Patent Rights Rights, LICENSEE agrees to shall pay to UNIVERSITYVTIP the fees and royalties set forth in this Article 3. LICENSEE shall pay VTIP: (a) a license maintenance fees issue fee of i) [****] on the upon execution of this Agreement. (b) a license issue fee of [***] anniversary of the Effective Date*], and ii) payable in [****] on equal installments within 30 days after the LICENSEE has raised in excess of [****] anniversary of the Effective Datein venture funding, and iiiending on the fourth anniversary thereof. (c) milestone payments in the amounts payable according to the following schedule or events: For each product (1) Phase I Complete [***] on the *] (2) Phase II Complete [***] and annually thereafter on each anniversary of the Effective date;*] (b3) Phase III complete/NDA [****] (d) an earned royalty of up to [***] on Net Sales; [***] 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. (c) [***] of Net Sales on sales of Licensed Products by LICENSEE and/or its Affiliates. (e) the applicable percentage (set forth below) of all sublicense fees from Sublicenses enacted during the Period as set forth below that are not earned royalties irrespective of date of receipt of payment: (f) on sublicense royalty payments received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in this Paragraph 3.1 on sales of Licensed Product by Sublicensees, [****] of the Net Sales of Sublicensees. (g) For the avoidance of doubt, sales by Affiliates of LICENSEE shall be paid by included under the royalty calculation under paragraph (d) above, and shall not be included in the royalty calculations under paragraphs (e) and (f) even if such Affiliates are Sublicensees of LICENSEE. (h) Should LICENSEE in accordance with the provisions of Paragraph 4.3. If there are multiple, stacking be obligated to pay royalties required to be paid by LICENSEE to any third party parties for certain patent rights in order to exercise its rights hereunder to make, have mademanufacture, use or sell the Licensed Products and or to practice the resulting Licensed Methods, the parties agree to renegotiate, in good faith, the provisions of this Section 3.1 so that LICENSEE pays a reasonable aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of VTIP and such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]third parties.

Fees and Royalties. In The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Technology, and Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITY: (a) a license issue fee of fifty thousand dollars (US$50,000), within thirty (30) days after the Effective Date; (b) license maintenance fees of ififteen thousand dollars (US$15,000) [***] per year and payable on the [***] first anniversary of the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] Date and annually thereafter on each anniversary of anniversary; provided however, that LICENSEE's obligation to pay this fee shall end on the Effective datedate when LICENSEE is commercially selling a Licensed Product; (bc) milestone payments in the amounts payable according to the following schedule or events: (i) For each orphan indication, the following amounts will be paid: [*****]. (ii) For each non-orphan indication, the following amounts will be paid: [*****]. (d) an earned royalty of [***] on Net Sales; **]. (e) a percentage of all Sublicense Fees received by LICENSEE from its Sublicensees [*****]. (f) on each and every Sublicense royalty payment received by LICENSEE from [*****] Certain information in Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this document has agreement which have been omitted and filed separately with the U.S. Securities and Exchange CommissionCommission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Confidential treatment has been requested with respect its Sublicensees on Net Sales of Licensed Product by Sublicensee, the higher of (i) the percentage of royalties received by LICENSEE according to the omitted portions.schedule in 3.1(e); or (ii) royalties based on the royalty rate in Paragraph 3.1(d) as applied to Net Sales of Sublicensee. For the sake of clarity, royalties due for Net Sales by Licensee and/or Affiliate(s), Section 3.1(d) will apply and for Net Sales by Sublicensee, this Section 3.1(f), will apply; (cg) beginning the calendar year of commercial sales of the first Licensed Product by LICENSEE, its Sublicensee, or an Affiliate and if the total earned royalties paid by LICENSEE under Paragraphs3.1(d) and (f) to UNIVERSITY in any such year cumulatively amounts to less than: a. [***] of all sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. All fees and royalty payments specified in this Paragraph 3.1 shall be paid by LICENSEE in accordance with the provisions of Paragraph 4.3. If there are multiple, stacking royalties required to be paid by LICENSEE to any third party in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is **] b. [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***].

Fees and Royalties. In The parties hereto understand that the fees and royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial consideration for the license granted herein to LICENSEE under Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITY: (a) license maintenance fees an earned royalty on Net Sales of i) [***] on Licensed Products by LICENSEE, Sublicensees, and/or Affiliates in accordance with the [***] anniversary of the below Royalty Rate Table On Effective Date, and iiprovided, however, that in the event LICENSEE is required to pay royalties to one or more third parties for patent rights necessary to make, use or sell Licensed Products, LICENSEE may deduct $0.50 from the earned royalties payable to UNIVERSITY for every $1.00 LICENSEE actually pays to said third parties; provided, however, in no event shall the amount payable to UNIVERSITY be less than fifty percent (50%) [***] on the [***] anniversary of the amount otherwise due; Quarterly Net Sales beginning with Effective DateDate Royalty Rate Sales up to US$10,000,000.00 3.0% Sales up to US$20,000,000.00 3.5% Sales above US$20,000,000.00 4.25% For clarity, and iiifor any given calendar year quarter, only one royalty rate will apply to the total Net Sales for that quarter, i.e. Net Sales will not be apportioned between different royalty rates within any given calendar year quarter. By way of example, if Net Sales for a given calendar year quarter equal $18,000,000.00, the entire sum will be assessed at the 3.5% royalty rate. Should LICENSEE enter into a Fundamental Transaction during the term of this agreement, LICENSEE shall pay UNIVERSITY an earned royalty on Net Sales of Licensed Products by LICENSEE, Sublicensees, and/or Affiliates in accordance with the below Royalty Rate Table After Fundamental Transaction, provided, however, that in the event LICENSEE is required to pay royalties to one or more third parties for patent rights necessary to make, use or sell Licensed Products, LICENSEE may deduct $0.50 from the earned royalties payable to UNIVERSITY for every $1.00 LICENSEE actually pays to said third parties; provided, however, in no event shall the amount payable to UNIVERSITY be less than fifty percent (50%) [***] on the [***] and annually thereafter on each anniversary of the amount otherwise due; Quarterly Net Sales beginning with Effective date;Date Royalty Rate Sales up to US$10,000,000.00 3.5% Sales up to US$20,000,000.00 4.0% Sales above US$20,000,000.00 4.75% (b) an earned royalty of [***] on Net Sales; [***] 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. twenty percent (c20%) [***] of all sublicense Sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties. Such Sublicense Fees will exclude reimbursement of expenses, Licensed Product development costs or other pass through costs borne by the Sublicensee. (c) should LICENSEE enter into a Fundamental Transaction, LICENSEE shall pay to UNIVERSITY a milestone payment equal to five-hundred thousand dollars (US$500,000.00). This provision shall survive termination or expiration of this Agreement. (d) a milestone payment equal to one and one-quarter percent (1.25%) of the cumulative Net Sales of Licensed Products by LICENSEE, Sublicensees, and/or Affiliates, for the period beginning on the Effective Date and ending two (2) years thereafter. This milestone payment will not be due if LICENSEE has commenced commercial sales of Discovery on or before July 1, 2019. Otherwise, payment will be due on August 1, 2019. All fees and royalty payments specified in this Paragraph 3.1 Paragraphs 3.1(a) through 3.1(d) above shall be paid by LICENSEE in accordance with the provisions of pursuant to Paragraph 4.3. If there are multiple, stacking royalties required to 4.3 and shall be paid delivered by LICENSEE to any third party UNIVERSITY as noted in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]Paragraph 10.1.

Fees and Royalties. In consideration The parties hereto understand that individually, the fees and royalties payable by LICENSEE to VTIP under this Agreement are partial considerations for the license granted herein to LICENSEE under Patent Rights Rights. LICENSEE agrees to shall pay to UNIVERSITYVTIP: (a) a license maintenance fees issue fee of i) [***] on the [***] anniversary of within ten (10) days after the Effective Date, and ii) [***] on the [***] anniversary of the Effective Date, and iii) [***] on the [***] and annually thereafter on each anniversary of the Effective date; (b) milestone payments in the amounts payable according to the following schedule or events: [***] (c) an earned royalty of equal to [***] on Net SalesSales of Licensed Products by LICENSEE, its Sublicensees and/or their Affiliate(s); [***] 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.and (cd) [***] of all sublicense fees Sublicense Income received by LICENSEE from its Sublicensees Sublicensees; (e) beginning with the calendar year during which the first commercial sale of the first License Product by LICENSEE, its Sublicensee, or an Affiliate occurs, if the total earned royalties paid by LICENSEE under Paragraphs 3.1(c ) and (d) to VTIP in any such year cumulatively amounts to less than [***] (“minimum annual royalty”), then LICENSEE shall pay to VTIP, on or before February 28 of the year following such year, an amount equal to [***] minus the total amounts paid by LICENSEE for such preceding year under Paragraphs 3.1(c) and 3.1 (d); provided, however, that for the year during which the first commercial sale of the first Licensed Product occurs, the amount of minimum annual royalty payable shall be prorated for the number of months remaining in that calendar year. For those Licensed Products that are not earned royaltiessubject to royalties payable to a Third Party, the royalties due hereunder shall be reduced by [***] for every one percent (1%) of royalty due to a Third Party, but in no event shall royalties due hereunder be reduced by more than [***] of the applicable royalty rate payable hereunder for such Licensed Products. All fees and royalty payments specified in this Paragraph Section 3.1 above shall be paid by LICENSEE in accordance with the provisions of pursuant to Paragraph 4.3. If there are multiple, stacking royalties required to 4.3 and shall be paid delivered by LICENSEE to any third party VTIP as noted in order to exercise its rights hereunder to make, have made, use or sell the Licensed Products and the resulting aggregate royalty rate is [***], then the royalty rate under Section 3.1.(b) will be adjusted so that the combined royalty payments from LICENSEE to all of its licensors, including UNIVERSITY, does not exceed [***]. The royalty rate payable to UNIVERSITY will be reduced [***] to a rate determined by [***], provided, however, that in no event shall the royalty rate payable to LICENSEE be less than [***]. Notwithstanding the foregoing, if LICENSEE’s agreement with any of such other licensors provides for a royalty proration formula based on an aggregate royalty rate [***], LICENSEE and UNIVERSITY will replace the aggregate royalty rate set forth in this Section with [***]Paragraph 10.1.