Common use of Financial Provisions Clause in Contracts

Financial Provisions. 4.1 In consideration of the rights granted under this Agreement the DOW will pay to CDT or its designated Affiliate, a royalty on all sales of Polyfluorene-Based Materials for light emission applications and for use in Photovoltaic and Photodetector devices. This royalty will be: a royalty of [**] percent ([**]%) of DOW’s Net Sales [**]. The obligation to pay a royalty shall cease after [**] or with the last to expire valid Licensed Patent having a claim which would be infringed by Polyfluorene Based Materials sold by DOW, which ever comes later. The Net Sales shall not include sales to CDT or its Affiliates. 4.2 The royalties payable pursuant to Section 4.1 shall be paid within sixty (60) days after each Quarter during the period of this Agreement. DOW shall submit to CDT a written report showing: (a) Net Sales of all Polyfluorene-Based Material; and (b) the amount of the royalties payable pursuant to Section 4.1 in respect thereof. 4.3 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other than US$, it shall be converted into US$ by reference to the average of the relevant daily buying and selling rates of CitiBank, New York for the currency in question over the Quarter in question. 4.4 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which DOW shall be additionally liable and shall be paid in cleared funds to such bank account as CDT may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as DOW is required to deduct or withhold by law. If DOW is required by law to make any tax deduction or withholding, DOW shall do all things in its power which may be necessary to enable or assist CDT to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give CDT proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld. 4.5 If DOW makes any default in payment of the royalties due hereunder the amount due shall bear interest, compounded monthly at the U.S.A. Prime Rate plus [**] percent [**], prorated daily until payment of said unpaid royalty and interest is made in full. The U.S.A. Prime Rate shall be deemed to be that quoted in the “Money Rates” table of the Wall Street Journal published on the second business day of each month. If a range of Prime Rates is quoted, the highest percentage shall apply. If no “Money Rates” table appears in the Wall Street Journal on the second business day, the U.S.A. Prime Rate next appearing in the “Money Rates” table of said journal shall be used. Payments should be made to [**].

Financial Provisions. 4.1 In consideration of the rights and licenses granted by Sumitomo to Licensee under this Agreement Agreement, the DOW Licensee will pay to CDT or its designated Affiliate, a royalty on all sales Sumitomo: (a) the initial lump sum fee of Polyfluorene-Based Materials for light emission applications and for use in Photovoltaic and Photodetector devices. This royalty will be: a royalty of [“**] percent *”, payable at the end of year 2006; and ([b) royalties of “**]%) *” in respect of DOW’s the Net Sales [of all Products manufactured by or for the Licensee or any Affiliate using the Sumitomo Background Intellectual Property and sold and, in the case of any non-cash transaction, transferred to third parties, in each Quarter. It is specifically agreed that Licensee shall pay any running royalties only on and after “**]. The obligation to pay a royalty shall cease after [**] or with the last to expire valid Licensed Patent having a claim which would be infringed by Polyfluorene Based Materials sold by DOW, which ever comes later. The Net Sales shall not include sales to CDT or its Affiliates”. 4.2 The royalties payable pursuant to Section 4.1 due under clause 4.1(b) shall be paid to Sumitomo within sixty (60) days after the end of each Quarter during the period term of this Agreement. DOW On a quarterly basis, Licensee shall submit to CDT Sumitomo a written report showing: (a) the Net Sales of all Polyfluorene-Based MaterialProducts; and (b) the amount of the royalties payable due pursuant to Section 4.1 in respect thereofclause 4.1(b). 4.3 Where any Product is sold or otherwise disposed of by means of a commercial transaction other than on arm’s length terms then the Net Sales price shall be the fair market price for such Product. Where the parties are unable to agree on such a fair market price, Licensee shall provide a letter signed by an independent accounting firm (which is reasonably *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. agreeable to Sumitomo) which establishes a fair market price for such Product, provided that all expenses incurred by Licensee in connection with providing such letter shall be borne or promptly reimbursed by Sumitomo. 4.4 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other than that US$, it shall be converted into US$ by reference to the average Telegraphic Transfer Selling (TTS) rate quoted from the publication by Bank of Tokyo Mitsubishi on the relevant daily buying and selling rates last business day of CitiBank, New York for the currency in question over the Quarter in question. 4.4 4.5 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which DOW the Licensee shall be additionally liable and shall be paid in cleared funds to such bank account as CDT Sumitomo may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as DOW the Licensee is required to deduct or withhold by law. If DOW the Licensee is required by law to make any tax deduction or withholding, DOW the Licensee shall do all things in its power which may be reasonably necessary to enable or assist CDT Sumitomo to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give CDT Sumitomo proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld. 4.5 If DOW makes any default in payment of the royalties due hereunder the amount due shall bear interest, compounded monthly at the U.S.A. Prime Rate plus [**] percent [**], prorated daily until payment of said unpaid royalty and interest is made in full. The U.S.A. Prime Rate 4.6 Licensee’s report submitted to Sumitomo pursuant to clause 4.2 above shall be deemed certified by an officer of Licensee or by a designee of such officer to be that quoted in correct to the “Money Rates” table best of the Wall Street Journal published on the second business day of each month. If a range of Prime Rates is quoted, the highest percentage shall apply. If no “Money Rates” table appears in the Wall Street Journal on the second business day, the U.S.A. Prime Rate next appearing in the “Money Rates” table of said journal shall be used. Payments should be made to [**]Licensee’s knowledge and information.

Financial Provisions. 4.1 In consideration of the rights and licenses granted by CDT Oxford to Licensee under this Agreement Agreement, the DOW Licensee will pay to CDT or its designated AffiliateOxford: (a) the initial lump sum fee of [**], a royalty on all sales due within thirty (30) days of Polyfluorene-Based Materials for light emission applications and for use in Photovoltaic and Photodetector devices. This royalty will be: a royalty the Effective Date; and (b) royalties of [**] percent ([**]%) in respect of DOW’s the Net Sales [**]. The obligation of all Products manufactured by or for the Licensee or any Affiliate using the CDT Oxford Background Dendrimer Intellectual Property and sold and, in the case of any non-cash transaction, transferred to pay a royalty shall cease after [**] or with the last to expire valid Licensed Patent having a claim which would be infringed by Polyfluorene Based Materials sold by DOWthird parties, which ever comes later. The Net Sales shall not include sales to CDT or its Affiliatesin each Quarter. 4.2 The royalties payable pursuant to Section due under clause 4.1 (b) shall be paid to CDT Oxford within sixty (60) days after the end of each Quarter during the period term of this Agreement. DOW On a quarterly basis, Licensee shall submit to CDT Oxford a written report showing: (a) the Net Sales of all Polyfluorene-Based MaterialProducts; and (b) the amount of the royalties payable due pursuant to Section 4.1 in respect thereofclause 4.1(b). 4.3 Where any Product is sold or otherwise disposed of by means of a commercial transaction other than on arm’s length terms then the Net Sales price shall be the fair market price for such Product. Where the parties are unable to agree on such a fair market price, Licensee shall provide a letter signed by an independent accounting firm (which is reasonably agreeable to CDT Oxford) which establishes a fair market price for such Product, provided that all expenses incurred by Licensee in connection with providing such letter shall be borne or promptly reimbursed by CDT Oxford. 4.4 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other than US$, it shall be converted into US$ by reference to the average Telegraphic Transfer Selling (TTS) rate quoted from the publication by Bank of Tokyo Mitsubishi on the relevant daily buying and selling rates last business day of CitiBank, New York for the currency in question over the Quarter in question. 4.4 4.5 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which DOW the Licensee shall be additionally liable and shall be paid in cleared funds to such bank account as CDT Oxford may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as DOW the Licensee is required to deduct or withhold by law. If DOW the Licensee is required by law to make any tax deduction or withholding, DOW the Licensee shall do all things in its power which may be reasonably necessary to enable or assist CDT Oxford to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give CDT Oxford proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld. 4.5 4.6 If DOW the Licensee makes any default in payment of the royalties and other sums due hereunder the amount due shall bear interest, both before and after any judgement, at the rate of 1.0% per month compounded monthly at from the U.S.A. Prime Rate plus [**] percent [**], prorated daily due date until payment of said unpaid royalty and interest is made to CDT Oxford. In no event shall said annual rate exceed the maximum interest allowed by applicable law. 4.7 At the commencement of this Agreement the Licensee will give CDT Oxford a non-binding estimate of the likely royalties payable to CDT Oxford with respect to the calendar year in fullwhich the commencement takes place. The U.S.A. Prime Rate Thereafter, in the October preceding each complete calendar year, Licensee will furnish similar non-binding information with respect to the succeeding calendar year. It is understood by both parties that such estimate shall be deemed used only for the purpose of CDT Oxford’s budget planning, and shall not bind Licensee in any way. 4.8 Licensee’s reports submitted to CDT Oxford pursuant to clause 4.2 above shall be certified by an officer of Licensee or by a designee of such officer to be that quoted in correct to the “Money Rates” table best of the Wall Street Journal published on the second business day of each month. If a range of Prime Rates is quoted, the highest percentage shall apply. If no “Money Rates” table appears in the Wall Street Journal on the second business day, the U.S.A. Prime Rate next appearing in the “Money Rates” table of said journal shall be used. Payments should be made to [**]Licensee’s knowledge and information.

Financial Provisions. 4.1 In consideration of the rights and licenses granted by CDT Oxford to Licensee under this Agreement Agreement, the DOW Licensee will pay to CDT or its designated Affiliate, a royalty on all sales Oxford: (a) the initial lump sum fee of Polyfluorene-Based Materials for light emission applications and for use in Photovoltaic and Photodetector devices. This royalty will be: a royalty of [“**] percent ([*”, payable on or before “**]%*”; and *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. (b) royalties of DOW’s “***” in respect of the Net Sales [of all Products manufactured by or for the Licensee or any Affiliate using the CDT Oxford Background Dendrimer Intellectual Property or the CDT Oxford Jointly Owned Intellectual Property and sold and, in the case of any non-cash transaction, transferred to third parties, in each Quarter. For the avoidance of doubt, the royalties payable under this License Agreement and pursuant to each of the License Agreement dated November 13, 2001 by and between Cambridge Display Technology Limited and The Dow Chemical Company, as amended and the License Agreement dated August 13, 2001 by and between Cambridge Display Technology Limited and Sumitomo Chemical Co. Ltd., as amended (collectively, the “License Agreements”), shall be calculated in a manner such that the aggregate amount of royalty payments under the License Agreements shall be an amount equal to “**]. The obligation *” of net sales and shall not be individually aggregated together to pay a royalty shall cease after [represent “**] or with *” of net sales. Notwithstanding anything to the last to expire valid Licensed Patent having a claim which would be infringed by Polyfluorene Based Materials sold by DOWcontrary contained herein, which ever comes later. The Net Sales it is specifically agreed that Licensee shall not include sales to CDT or its Affiliatespay any running royalties only on and after “***”. 4.2 The royalties payable pursuant to Section 4.1 due under clause 4.1(b) shall be paid to CDT Oxford within sixty (60) days after the end of each Quarter during the period term of this Agreement. DOW On a quarterly basis, Licensee shall submit to CDT Oxford a written report showing: (a) the Net Sales of all Polyfluorene-Based MaterialProducts; and (b) the amount of the royalties payable due pursuant to Section 4.1 in respect thereofclause 4.1(b). 4.3 Where any Product is sold or otherwise disposed of by means of a commercial transaction other than on arm’s length terms then the Net Sales price shall be the fair market price for such Product. Where the parties are unable to agree on such a fair market price, Licensee shall provide a letter signed by an independent accounting firm (which is reasonably agreeable to CDT Oxford) which establishes a fair market price for such Product, provided that all expenses incurred by Licensee in connection with providing such letter shall be borne or promptly reimbursed by CDT Oxford. 4.4 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other than that US$, it shall be converted into US$ by reference to the average Telegraphic Transfer Selling (TTS) rate quoted from the publication by Bank of Tokyo Mitsubishi on the relevant daily buying and selling rates last business day of CitiBank, New York for the currency in question over the Quarter in question. 4.4 4.5 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which DOW the Licensee shall be additionally liable and shall be paid in cleared funds to such bank account as CDT Oxford may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as DOW the Licensee is required to deduct or withhold by law. If DOW the Licensee is required by law to make any tax deduction or withholding, DOW the Licensee shall do all things in its power which may be reasonably necessary to enable or assist CDT Oxford to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give CDT Oxford proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld. *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 4.5 If DOW makes any default in payment of the royalties due hereunder the amount due shall bear interest, compounded monthly at the U.S.A. Prime Rate plus [**] percent [**], prorated daily until payment of said unpaid royalty and interest is made in full. The U.S.A. Prime Rate 4.6 Licensee’s report submitted to CDT Oxford pursuant to clause 4.2 above shall be deemed certified by an officer of Licensee or by a designee of such officer to be that quoted in correct to the “Money Rates” table best of the Wall Street Journal published on the second business day of each month. If a range of Prime Rates is quoted, the highest percentage shall apply. If no “Money Rates” table appears in the Wall Street Journal on the second business day, the U.S.A. Prime Rate next appearing in the “Money Rates” table of said journal shall be used. Payments should be made to [**]Licensee’s knowledge and information.

Financial Provisions. 4.1 In consideration of the rights granted under this Agreement the DOW will pay to CDT or its designated Affiliate, a royalty on all sales of Polyfluorene-Based Materials for light emission applications and for use in Photovoltaic and Photodetector devices. This royalty will be: a royalty of [**] percent ([**]%) of DOW’s Net Sales [**]. The obligation to pay a royalty shall cease after [**] ten (10) years or with the last to expire valid Licensed Patent having a claim which would be infringed by Polyfluorene Based Materials sold by DOW, which ever comes later. The Net Sales shall not include sales to CDT or its Affiliates. 4.2 The royalties payable pursuant to Section 4.1 shall be paid within sixty (60) days after each Quarter during the period of this Agreement. DOW shall submit to CDT a written report showing: (a) Net Sales of all Polyfluorene-Based Material; and (b) the amount of the royalties payable pursuant to Section 4.1 in respect thereof. 4.3 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other than US$, it shall be converted into US$ by reference to the average of the relevant daily buying and selling rates of CitiBank, New York for the currency in question over the Quarter in question. 4.4 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which DOW shall be additionally liable and shall be paid in cleared funds to such bank account as CDT may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as DOW is required to deduct or withhold by law. If DOW is required by law to make any tax deduction or withholding, DOW shall do all things in its power which may be necessary to enable or assist CDT to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give CDT proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld. 4.5 If DOW makes any default in payment of the royalties due hereunder the amount due shall bear interest, compounded monthly at the U.S.A. Prime Rate plus [**] percent [**], prorated daily until payment of said unpaid royalty and interest is made in full. The U.S.A. Prime Rate shall be deemed to be that quoted in the “Money Rates” table of the Wall Street Journal published on the second business day of each month. If a range of Prime Rates is quoted, the highest percentage shall apply. If no “Money Rates” table appears in the Wall Street Journal on the second business day, the U.S.A. Prime Rate next appearing in the “Money Rates” table of said journal shall be used. Payments should be made to [**].

Financial Provisions. 4.1 In consideration of the rights granted under this Agreement the DOW will Licensee will, except as is otherwise expressly provided in this Clause 4, pay to CDT: (a) the Initial Lump Sum Fee, which Initial Lump Sum Fee shall be non-refundable. Licensee and CDT or its designated Affiliateshall provide each other with all such documentation and reasonable cooperation as is necessary to ensure that the Initial Lump Sum Fee shall reach CDT’s nominated bank account by the 30th of June 2007. In particular, a royalty on all sales of Polyfluorene-Based Materials for light emission applications CDT and for the Licensee shall use in Photovoltaic and Photodetector devices. This royalty will be: a royalty of [reasonable commercial efforts to provide such documentation as may be **] percent * CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION required by the Japanese tax authorities to enable this payment to be made without the deduction of withholding tax. Licensee may delay payment to the extent that, through no fault on the part of the Licensee, the necessary approval from the Japanese tax authorities has not been received, but in no event may the Licensee delay such payment for more than Sixty ([60) days unless it shall have CDT’s prior written consent to such delay; and (b) royalties at the Relevant Rates in respect of the Net Sales Value of any LEP Devices produced under the Patents and Transferred by or for the Licensee or any other member of Licensee’s Group. Notwithstanding the foregoing, Licensee shall not be obliged to pay any royalties as prescribed by this Clause 4.1(b) until the aggregate Net Sales Value of LEP Devices and Finished Devices produced under the Patents and Transferred by or for the Licensee or any other member of Licensee’s Group exceed the sum of “**]%) of DOW’s Net Sales [**]. The obligation to pay a royalty shall cease after [**] or with the last to expire valid Licensed Patent having a claim which would be infringed by Polyfluorene Based Materials sold by DOW, which ever comes later. The Net Sales shall not include sales to CDT or its Affiliates”. 4.2 The A Transfer will be deemed to have been made, and payments due hereunder in respect of the relevant sale, rental, lease or disposal shall accrue, when invoiced or shipped to a separate legal entity, whichever occurs first. In respect of a sale, rental, lease or disposal which involves delivery of an LEP Device or Finished Product, as the case may be, to a location or locations outside the geographical region of Japan the date of shipment shall be deemed to be the date as cited on the relevant ▇▇▇▇ of lading in respect of such LEP Device or Finished Product. 4.3 Upon Commercial Production the royalties payable pursuant to Section 4.1 Clause 4.1(b) shall be paid by the later of (i) within sixty Sixty (60) days of the end of each alternate Quarter (“Payment Quarter”); or, (ii) within Ten (10) days of the date upon which Licensee receives notification from the Japanese tax authorities that the necessary documents provided by CDT are acceptable to the tax authorities, PROVIDED ALWAYS that (i) payment shall never be delayed for more than Ninety (90) days from the end of the relevant Quarter for which payment is due; and, (ii) in respect of those Quarters during which royalties are calculated but are not payable until after each closure of the next Payment Quarter (“Non-Payment Quarters”), Licensee shall *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION provide CDT with a good faith, non-binding, estimate of royalties accrued during the period of this Agreementsuch Non-Payment Quarter. DOW The Licensee shall submit to CDT a written report in such detail as CDT reasonably requires showing: (a) the quantity of all LEP Devices Transferred by the Licensee and/or any other member of Licensee’s Group during that Quarter in respect of which royalties are payable to CDT; (b) the Net Sales Value of all Polyfluorene-Based Materialsuch LEP Devices; and (bc) the amount of the royalties payable pursuant to Section Clause 4.1 in respect thereof. 4.3 (d) Licensee’s separate calculation of the Net Sales Value of LEP Devices which have been: (i) Transferred otherwise than on arm’s length terms; or (ii) Transferred as incorporated into Finished Products. 4.4 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other than US$, it shall be converted into US$ US Dollars (US$) by reference to the average relevant TTM rate of the relevant daily buying and selling rates Bank of CitiBankTokyo-Mitsubishi UFJ, New York for Ltd, Tokyo in respect of the currency in question over at the end of the Quarter in questionwith reference to which the relevant royalties or sums, as the case may be, are calculated. 4.4 4.5 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which DOW the Licensee shall be additionally liable and shall be paid in cleared funds to such bank account as CDT may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as DOW the Licensee is required to deduct or withhold by law. If DOW is required Notwithstanding the above, Licensee shall be entitled to withhold any income tax imposed by law the government of Japan from the payments due to make CDT under this Agreement. Licensee shall submit to CDT the withholding tax payment certificate as soon as possible after such certificate becomes available to Licensee. To the extent that any tax deduction actions or withholding, DOW shall do all things documents are necessary or reasonably desirable under the laws of Japan in its power which may be necessary to enable or assist order for CDT to claim exemption therefrom enjoy a reduced withholding tax rate under any double taxation the Tax Treaty of the United Kingdom of Great Britain and Japan, Licensee and CDT shall cooperate in good faith in preparing or similar agreement from time obtaining such documents. 4.6 Within sixty (60) days of the end of each Year in which a Minimum Royalty is payable, the Licensee shall, in the manner provided in Clauses 4.3, 4.4 and 4.5 pay to time CDT the shortfall (if any) between the royalties paid in force accordance with Clause 4.1 and shall from time to time give CDT proper evidence as the Minimum Royalty payable with respect to the deduction or withholding and payment over of Year in question 4.7 If the tax deducted or withheld. 4.5 If DOW Licensee makes any default in payment of the royalties and other sums due hereunder the amount due shall bear interest, compounded monthly both before and after any judgement, at the U.S.A. Prime Rate plus [**] percent [**], prorated daily rate of Three (3) per centum above LIBOR from time to time from that date or the last day of that period (as relevant) until payment of said unpaid royalty and interest that amount is made to CDT. 4.8 At the commencement of this Agreement the Licensee will give CDT an estimate of the likely royalties payable to CDT with respect to the calendar year in fullwhich commencement takes place. The U.S.A. Prime Rate Thereafter, in the October preceding each complete calendar year the Licensee will similarly furnish an estimate of likely royalties payable to CDT with respect to the then succeeding calendar year. All such estimates shall be deemed to given in good faith but shall be non-binding in effect. 4.9 If at any time both parties reasonably consider that quoted in the light of technological and/or commercial developments or practice the definition of any of “Money RatesGlass”, “Active Matrix Module” table of the Wall Street Journal published on the second business day of each month. If a range of Prime Rates is quoted, the highest percentage shall apply. If no or “Money RatesPassive Matrix Module” table appears in the Wall Street Journal on the second business day, the U.S.A. Prime Rate next appearing in the “Money Rates” table of said journal shall be used. Payments should be made altered (or even an additional definition be introduced) to [reflect such developments or practice the parties shall in good faith renegotiate the same. 4.10 “**].*”

Financial Provisions. 4.1 In consideration Milestone Payments Milestone payments shall be paid by Novartis to Emisphere at the achievement of the rights granted under this Agreement the DOW will pay following milestones with respect to CDT or its designated Affiliate, a royalty on all sales of Polyfluorene-Based Materials for light emission applications and for use in Photovoltaic and Photodetector devices. This royalty will be: a royalty of each Product comprising [*****] percent (Carrier in combination with the applicable Additional Compound: [**]%) ***] [*****] [*****] [*****] [*****] [*****] The amount of DOW’s Net Sales such payments shall be agreed upon in good faith by the parties in discussions to be completed no later than [*****]. The obligation Royalties Royalty payments with respect to pay a royalty any Product incorporating an Additional Compound shall cease after be agreed upon in good faith by the parties in discussions to be initiated by Novartis no later than [*****]. All royalties will be net of expenses incurred by Novartis in prosecuting its rights under the license agreement in the event of the application of applicable bankruptcy laws due to Emisphere’s bankruptcy. Royalty Step-Down In any country in which there is a third party product containing a [*****] or Carrier and the same Compound, the royalties payable by Novartis shall be equal to [*****] of the royalties set forth above on the net sales of such Product in such country for the remainder of the royalty term (as set forth below). Third Party License Fees Provisions consistent with provisions in Previous Agreements. Royalty Term Royalties will be payable on a Product-by-Product and country-by-country basis until the later of (a) the expiration of the last to expire valid Licensed Patent having a claim of an existing patent of the Emisphere Technology claiming the [*****] Carrier or Product or the use for which would be infringed by Polyfluorene Based Materials it is being sold by DOW, which ever comes later. The Net Sales shall not include sales to CDT or its Affiliates. 4.2 The royalties payable pursuant to Section 4.1 shall be paid within sixty (60) days after each Quarter during the period of this Agreement. DOW shall submit to CDT a written report showing: (a) Net Sales of all Polyfluorene-Based Material; and in such country and (b) the amount of the royalties payable pursuant to Section 4.1 in respect thereof. 4.3 All royalties or other sums payable under this Agreement shall be paid in US Dollars (US$), and where the underlying price in respect of which any royalty is so payable is stated in a currency other than US$, it shall be converted into US$ by reference to the average of the relevant daily buying and selling rates of CitiBank, New York for the currency in question over the Quarter in question. 4.4 All sums payable pursuant to this Agreement are exclusive of value added tax or other applicable taxes or duties for which DOW shall be additionally liable and shall be paid in cleared funds to such bank account as CDT may from time to time nominate, without any set off, deduction or withholding except such amount (if any) of tax as DOW is required to deduct or withhold by law. If DOW is required by law to make any tax deduction or withholding, DOW shall do all things in its power which may be necessary to enable or assist CDT to claim exemption therefrom under any double taxation or similar agreement from time to time in force and shall from time to time give CDT proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld. 4.5 If DOW makes any default in payment of the royalties due hereunder the amount due shall bear interest, compounded monthly at the U.S.A. Prime Rate plus [*****] percent from the first CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[**], prorated daily until payment of said unpaid royalty and interest is made in full. The U.S.A. Prime Rate shall be deemed to be that quoted in the “Money Rates” table of the Wall Street Journal published on the second business day of each month. If a range of Prime Rates is quoted, the highest percentage shall apply. If no “Money Rates” table appears in the Wall Street Journal on the second business day, the U.S.A. Prime Rate next appearing in the “Money Rates” table of said journal shall be used. Payments should be made to [***]”) to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission. commercial sale of the Product. Following the royalty term on a country-by-country basis, the licenses granted to Novartis with respect to the Product shall become fully paid-up, royalty-free, transferable, perpetual and irrevocable licenses.