Common use of License Consideration Clause in Contracts

License Consideration. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other monetary consideration as follows: (a) Initial license fee, nonrefundable and noncreditable against royalties, of [***] Dollars ($[***]) due immediately and payable within ten (10) business days from the Effective Date of this Agreement; (b) Royalties in an amount equal to [***] Percent ([***]%) of NET SALES of the LICENSED TECHNOLOGY per calendar quarter and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarter; (c) A share of NON-ROYALTY SUBLICENSE INCOME of [***] Percent ([***]%). *** 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. 4.2 In the event that it should prove necessary for LICENSEE to license intellectual property rights owned by a third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the patent or other intellectual property rights of such third party, then LICENSEE shall be entitled to a credit of such third party royalties against royalties due to UNIVERSITY under Section 4.1(b) provided that (i) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD be less than [***] percent ([***]%) and (ii) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [***] percent ([***]%). 4.3 All payments pursuant to this Agreement may be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation fees) in United States dollars without deduction or exchange, collection or other charges and directed to the address or, in the case of wire transfer, to the bank, set forth in Article 11. Royalty payments pursuant to Section 4.1(b) hereof shall be due within sixty (60) days after each March 31, June 30, September 30 and December 31. NON-ROYALTY SUBLICENSE INCOME payments pursuant to Section 4.1(c) hereof shall be paid within thirty (30) days after receipt of payment by LICENSEE from sublicense. Payments under Section 4.1(b) are payable on a country by country basis only in those countries in which there are PATENT RIGHTS with respect to the applicable LICENSED TECHNOLOGY. 4.4 Taxes imposed by any foreign or United States governmental agency on any payments to be made to UNIVERSITY by LICENSEE shall be paid by LICENSEE without deduction from any payment due to UNIVERSITY hereunder. 4.5 The balance of any payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, calculated from the due date until payment is received at the rate of five percent (5%) per annum, or the prime rate (as quoted by The Wall Street Journal) plus two percent (2%), whichever is *** 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.

License Consideration. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other monetary consideration as follows:; (a) Initial license feeAnnual maintenance fees, nonrefundable non-refundable and noncreditable non-creditable against royalties, of until the first NET SALES occur as follows: (i) [***] Dollars ($[***]) due immediately on the first and payable within ten (10) business days from second anniversary of the Effective Date EFFECTIVE DATE of this Agreement;; and (ii) [***] Dollars ($[***]) on the third anniversary of the EFFECTIVE DATE of this Agreement and annually thereafter until the first NET SALES. Upon the first NET SALES, no further maintenance fees shall be due hereunder. *** 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. (b) Royalties in an amount equal to [***] Percent ([***]%) of NET SALES of the LICENSED TECHNOLOGY per calendar quarter and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarter; (c) Beginning with the first NET SALES, a minimum royalty in the following amounts, if such minimum royalty is greater than the aggregate annual royalty computed in accordance with Section 4.1(b) above: (i) [***] Dollars ($[***]) per calendar year for the first calendar year of the first NET SALES; (ii) [***] Dollars ($[***]) per calendar year for the second calendar year of the first NET SALES; and (iii) [***] Dollars ($[***]) in each subsequent calendar year during the term of this Agreement. (d) Milestone payments shall be paid by LICENSEE to UNIVERSITY as follows: (i) Two Hundred Thousand Dollars ($200,000) payable within [***] days following [***] NET SALES in a calendar year. (e) A share of NON-ROYALTY SUBLICENSE INCOME of [***] Percent ([***]%). *** 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. 4.2 In the event that it should prove necessary for LICENSEE to license intellectual property rights owned by a third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the patent or other intellectual property rights of such third party, then LICENSEE shall be entitled to a credit of such third party royalties against royalties due to UNIVERSITY under Section 4.1(b) ), and Section 4.1(c), provided that (i) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD be less than [***] percent ([***]%) and (ii) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [***] percent ([***]%). 4.3 All payments pursuant to this Agreement may be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation transfer fees) in United States dollars without deduction or exchange, collection or other charges and directed to the address oror , in the case of wire *** 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. transfer, to the bank, set forth in Article 11II. Annual maintenance payments pursuant to Section 4.1(a) hereof shall be paid on the anniversary of the EFFECTIVE DATE of the calendar year in which they are due. Royalty payments pursuant to Section 4.1(b4.1 (b) hereof shall be due within sixty thirty (6030) days after each March 31, June 30, September 30 and December 31. NON-ROYALTY SUBLICENSE The minimum annual royalty for any calendar year pursuant to Section 4.1(c) shall be paid by January 30 of the subsequent calendar year. NONROYALTYSUBLICENSE INCOME payments pursuant to Section 4.1(c4.1(e) hereof shall be paid within thirty (30) days after receipt of payment by LICENSEE from sublicense. Payments under Section 4.1(b) are payable on a country by country basis only in those countries in which there are PATENT RIGHTS with respect to the applicable LICENSED TECHNOLOGY. 4.4 Taxes imposed by any foreign or United States governmental agency on any payments to be made to the UNIVERSITY by LICENSEE hereunder shall be paid by LICENSEE without deduction from any payment due to the UNIVERSITY hereunder. 4.5 The balance of any payments Payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, interest calculated from the due date until payment is received at the rate of five percent (5%) per annum, or the prime rate (as quoted by The Wall Street Journal) plus two percent (2%), whichever is *** Certain information higher. Payment of such interest by LICENSEE shall not negate or waive the right of UNIVERSITY to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment, including, but not limited to, termination of this Agreement as set forth in Article 10. 4.6 LICENSEE shall sell products and/or processes resulting from LICENSED TECHNOLOGY to UNIVERSITY and its AFFILIATES upon request at such price(s) and on this page has been omitted such terms and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect conditions as such products and/or processes are made available to the omitted portionsLICENSEE’S most favored customer.

License Consideration. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY University hereunder, LICENSEE Licensee shall pay royalties and other monetary consideration as follows: (a) Initial license fee, nonrefundable and noncreditable against royalties, of [*** Dollars ($***] ), to be paid in two installments as follows: (i) Dollars ($[***]) due immediately within *** (***) days after the Effective Date; and (ii) Dollars ($***) due within *** (***) days after the Effective Date. (b) Annual maintenance fees, non-refundable and payable within ten non-creditable against royalties, as follows: (10i) business days from Dollars ($***) due on the *** (***) anniversary of the Effective Date; *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (ii) Dollars ($***) due on the *** (***) anniversary of the Effective Date; and (iii) Dollars ($***) due on the *** (***) anniversary of the Effective Date and each anniversary of this Agreement;the Effective Date thereafter until the first commercial sale of Licensed Product . (bc) Royalties in an amount equal to [***] Percent percent ([***]%) of NET SALES Net Sales of the LICENSED TECHNOLOGY Licensed Product per calendar quarter and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarter; (c) A share of NON-ROYALTY SUBLICENSE INCOME of [***] Percent ([***]%). *** Certain information on this page has been omitted during the Term and filed separately with during the Securities and Exchange Commissionperiod Licensee is authorized to sell Licensed Product under Section 10.4 below. Confidential treatment has been requested with respect to the omitted portions. 4.2 In the event that it should prove necessary for LICENSEE Licensee is required to obtain a license intellectual property rights owned by from a non-Affiliate third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the under any patent or other intellectual property rights of and is obligated to pay a royalty to such non-Affiliate third partyparty or parties with respect to any Licensed Product, then LICENSEE Licensee shall be entitled have the right to a credit of reduce the applicable royalty rate payable to the University by subtracting (a) the royalty rate which Licensee pays to such unaffiliated third party royalties against royalties due to UNIVERSITY under Section 4.1(bor parties for such patent or other intellectual property rights from (b) provided the royalty rate which would otherwise have been applicable had no such license(s) from such unaffiliated third party or parties been required; provided, however, that (i) in no event shall the effective royalty rate applicable payable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD University hereunder be less than [*** Percent (***] percent %) of the Net Sales of Licensed Product. ([d) Minimum annual royalty in the amount of *** Dollars ($***]) per calendar year (which amount shall be prorated only for the first calendar year) commencing with the the first commercial sale of Licensed Product, but only to the extent such minimum annual royalty is greater than the aggregate annual royalty computed in accordance with Article 4.1(c) above; and (e) A share of Non-Royalty Sublicense Income: (i) percent (***%) and for any sublicense agreement executed prior to ***; and (ii) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [percent (***] percent ([%) for any sublicense agreement executed after ***]%). 4.3 (f) One time Milestone Payments as follows: *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (i) Dollars ($***) upon ***; (ii) Dollars ($***) upon ***; (iii) Dollars ($***) upon ***; and (iv) Dollars ($***) upon ***. 4.2 All payments pursuant to this Agreement may be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation transfer fees) in United States dollars without deduction or exchange, collection or other charges and directed to the address oror , in the case of wire transfer, to the bank, set forth in Article 11. Annual maintenance payments pursuant to Article 4.1(b) hereof shall be paid on *** in which they are due. Royalty payments pursuant to Section 4.1(bArticle 4.1(c) hereof shall be due within sixty *** (60***) days after each March 31, June 30, September 30 and December 31***. NONMinimum annual royalties pursuant to Article 4.1(d) shall be paid by *** of the calendar year in which they are due. Non-ROYALTY SUBLICENSE INCOME Royalty Sublicense Income payments pursuant to Section 4.1(cArticle 4.1(e) hereof shall by paid within *** (***) days after ***. Finally, milestone payments pursuant to Article 4.1(f) shall be paid within thirty *** (30***) days after receipt of payment by LICENSEE from sublicense. Payments under Section 4.1(b) are payable on a country by country basis only in those countries in which there are PATENT RIGHTS with respect to the applicable LICENSED TECHNOLOGYmilestone event date. 4.4 4.3 Taxes imposed by any foreign or United States governmental agency on any payments to be made to UNIVERSITY University by LICENSEE Licensee hereunder shall be paid by LICENSEE Licensee without deduction from any payment due to UNIVERSITY University hereunder. 4.5 The balance of any payments 4.4 Payments pursuant to this Agreement, including those specified in Section Article 6.2, which are overdue shall bear interest, compounded monthly, interest calculated from the due date until payment is received at the rate of five *** percent (5***%) per annum, or the prime rate (as quoted by The Wall Street Journal) plus two *** percent (2***%), whichever is higher. Payment of such interest by Licensee shall not negate or waive the right of University to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment, including, but not limited to, termination of this Agreement as set forth in Article 10. 4.5 Licensee shall sell products and/or services resulting from Licensed Product to University and its Affiliates upon request at such price(s) and on such terms and conditions as *** Certain information on = Portions of this page exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect such products and/or processes are made available to the omitted portionsLicensee’s similarly situated most favored customer purchasing similar quantities and on similar terms and conditions.

License Consideration. 4.1 2.01 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall agrees to pay royalties and other monetary consideration as follows: to LICENSOR (a) Initial license fee, nonrefundable and noncreditable against royalties, of [***] Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($[***]100,000) due immediately and payable within ten (10) business days from twelve months after the Effective Date of this Agreement; EFFECTIVE DATE, (b) Royalties in an amount equal to [***] Percent Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ([***]%$100,000) of NET SALES of twenty-four months after the LICENSED TECHNOLOGY per calendar quarter EFFECTIVE DATE and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarter; (c) A share Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($100,000) thirty-six months after the EFFECTIVE DATE. 2.02 If LICENSEE sublicenses Pegasus Communications Corporation ("PCC") or any of NON-ROYALTY its AFFILIATES ("PCC SUBLICENSE INCOME AGREEMENT"), the PCC SUBLICENSE AGREEMENT will provide for LICENSOR's right to designate one person to serve on PCC's Board of [***] Percent Directors ([***]%"DIRECTOR DESIGNATION RIGHT"). *** Certain information on this page has been omitted and filed separately with The DIRECTOR DESIGNATION RIGHT shall terminate upon the Securities and Exchange Commission. Confidential treatment has been requested with respect first to occur of the omitted portions. 4.2 In the event that it should prove necessary for LICENSEE to license intellectual property rights owned by a third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the patent or other intellectual property rights of such third party, then LICENSEE shall be entitled to a credit of such third party royalties against royalties due to UNIVERSITY under Section 4.1(b) provided that following: (i) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD termination of this Agreement or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD be less PCC SUBLICENSE AGREEMENT (for reasons other than [***] percent ([***]%) and PCC's or its AFFILIATE's acquisition of control of LICENSEE); (ii) in no event shall the royalty rate applicable to NET SALES in commencement of litigation by one of the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [***] percent ([***]%). 4.3 All payments pursuant parties to this Agreement may be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation fees) in United States dollars without deduction the PCC SUBLICENSE AGREEMENT against any other party to this Agreement or exchange, collection or other charges and directed the PCC SUBLICENSE AGREEMENT relating to the address orrespective party's rights and/or obligations under this Agreement or the PCC SUBLICENSE AGREEMENT, in as the case may be; (iii) LICENSOR's designee commits a breach of wire transferfiduciary duty to PCC; (iv) LICENSOR or LICENSOR's designee or AFFILIATES commits a material violation of any federal or state securities law in connection with the purchase or sale of any of PCC's securities; and (iv) PMC disposes of 50 percent or more of its holdings of PCC Class A Common Stock, to the bank, set forth in Article 11. Royalty payments pursuant to Section 4.1(b) hereof shall be due within sixty (60) days after each March 31, June 30, September 30 and December 31. NON-ROYALTY SUBLICENSE INCOME payments pursuant to Section 4.1(c) hereof shall be paid within thirty (30) days after receipt of payment by LICENSEE from sublicense. Payments under Section 4.1(b) are payable measured on a country fully diluted basis taking into consideration all of PCC Class A Common Stock and warrants to purchase PCC Class A Common Stock owned by country basis only in those countries in which there are PATENT RIGHTS with respect to PMC as of the applicable LICENSED TECHNOLOGYEFFECTIVE DATE. 4.4 Taxes imposed by any foreign or United States governmental agency on any payments to be made to UNIVERSITY by LICENSEE shall be paid by LICENSEE without deduction from any payment due to UNIVERSITY hereunder. 4.5 The balance of any payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, calculated from the due date until payment is received at the rate of five percent (5%) per annum, or the prime rate (as quoted by The Wall Street Journal) plus two percent (2%), whichever is *** 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.

License Consideration. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other monetary consideration as follows: (a) Initial license fee, nonrefundable and noncreditable against royalties, of [***] Dollars ($[***]) due immediately and payable within ten (10) business days from the Effective Date of this Agreement; (b) Royalties in an amount equal to [***] Percent ([***]%) of NET SALES of the LICENSED TECHNOLOGY per calendar quarter and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarter; (c) A share of NON-ROYALTY SUBLICENSE INCOME of [***] Percent ([***]%). *** 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. 4.2 In the event that it should prove necessary for LICENSEE to license intellectual property rights owned by a third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the patent or other intellectual property rights of such third party, then LICENSEE shall be entitled to a credit of such third party royalties against royalties due to UNIVERSITY under Section 4.1(b) provided that (i) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD be less than [***] percent ([***]%) and (ii) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [***] percent ([***]%). 4.3 All payments pursuant to this Agreement may be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation fees) in United States dollars without deduction or exchange, collection or other charges and directed to the address or, in the case of wire transfer, to the bank, set forth in Article 11. Royalty payments pursuant to Section 4.1(b) hereof shall be due within sixty (60) days after each March 31, June 30, September 30 and December 31. NON-ROYALTY SUBLICENSE INCOME payments pursuant to Section 4.1(c) hereof shall be paid within thirty (30) days after receipt of payment by LICENSEE from sublicense. Payments under Section 4.1(b) are payable on a country by country basis only in those countries in which there are PATENT RIGHTS with respect to the applicable LICENSED TECHNOLOGY. 4.4 Taxes imposed by any foreign or United States governmental agency on any payments to be made to UNIVERSITY by LICENSEE shall be paid by LICENSEE without deduction from any payment due to UNIVERSITY hereunder. 4.5 The balance of any payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, calculated from the due date until payment is received at the rate of five percent (5%) per annum, or the prime rate (as quoted by The Wall Street Journal) plus two percent (2%), whichever is *** 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. higher. Payment of such interest by LICENSEE shall not negate or waive the right of UNIVERSITY to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment, including, but not limited to, termination of this Agreement as set forth in Article 10. Licensee shall reimburse University for any costs and expenses incurred in connection with collecting any overdue balance of payments with respect to Licensee’s payment and reimbursement obligations under this Agreement, including the costs of engaging counsel or a collection agency for such purpose. 4.6 LICENSEE shall sell products and/or services resulting from LICENSED TECHNOLOGY to UNIVERSITY and its AFFILIATES upon request at such price(s) and on such terms and conditions as such products and/or services are made available to LICENSEE’S most favored customer.

License Consideration. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other monetary consideration as follows:; (a) Initial license feeAnnual maintenance fees, nonrefundable non-refundable and noncreditable non-creditable against royalties, of until the first NET SALES occur as follows: (i) [***] Dollars ($[***]) due immediately on the first and payable within ten (10) business days from second anniversary of the Effective Date EFFECTIVE DATE of this Agreement;; and (ii) [***] Dollars ($[***]) on the third anniversary of the EFFECTIVE DATE of this Agreement and annually thereafter until the first NET SALES. Upon the first NET SALES, no further maintenance fees shall be due hereunder. *** Certain Confidential Information Omitted (b) Royalties in an amount equal to [***] Percent ([***]%) of NET SALES of the LICENSED TECHNOLOGY per calendar quarter and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarter; (c) Beginning with the first NET SALES, a minimum royalty in the following amounts, if such minimum royalty is greater than the aggregate annual royalty computed in accordance with Section 4.1(b) above: (i) [***] Dollars ($[***]) per calendar year for the first calendar year of the first NET SALES; (ii) [***] Dollars ($[***]) per calendar year for the second calendar year of the first NET SALES; and (iii) [***] Dollars ($[***]) in each subsequent calendar year during the term of this Agreement. (d) Milestone payments shall be paid by LICENSEE to UNIVERSITY as follows: (i) Two Hundred Thousand Dollars ($200,000) payable within [***] days following [***] NET SALES in a calendar year. (e) A share of NON-ROYALTY SUBLICENSE INCOME of [***] Percent ([***]%). *** 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. 4.2 In the event that it should prove necessary for LICENSEE to license intellectual property rights owned by a third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the patent or other intellectual property rights of such third party, then LICENSEE shall be entitled to a credit of such third party royalties against royalties due to UNIVERSITY under Section 4.1(b) ), and Section 4.1(c), provided that (i) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD be less than [***] percent ([***]%) and (ii) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [***] percent ([***]%). 4.3 All payments pursuant to this Agreement may be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation transfer fees) in United States dollars without deduction or exchange, collection or other charges and directed to the address oror , in the case of wire *** Certain Confidential Information Omitted transfer, to the bank, set forth in Article 11II. Annual maintenance payments pursuant to Section 4.1(a) hereof shall be paid on the anniversary of the EFFECTIVE DATE of the calendar year in which they are due. Royalty payments pursuant to Section 4.1(b4.1 (b) hereof shall be due within sixty thirty (6030) days after each March 31, June 30, September 30 and December 31. NON-ROYALTY SUBLICENSE The minimum annual royalty for any calendar year pursuant to Section 4.1(c) shall be paid by January 30 of the subsequent calendar year. NONROYALTYSUBLICENSE INCOME payments pursuant to Section 4.1(c4.1(e) hereof shall be paid within thirty (30) days after receipt of payment by LICENSEE from sublicense. Payments under Section 4.1(b) are payable on a country by country basis only in those countries in which there are PATENT RIGHTS with respect to the applicable LICENSED TECHNOLOGY. 4.4 Taxes imposed by any foreign or United States governmental agency on any payments to be made to the UNIVERSITY by LICENSEE hereunder shall be paid by LICENSEE without deduction from any payment due to the UNIVERSITY hereunder. 4.5 The balance of any payments Payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, interest calculated from the due date until payment is received at the rate of five percent (5%) per annum, or the prime rate (as quoted by The Wall Street Journal) plus two percent (2%), whichever is *** Certain information higher. Payment of such interest by LICENSEE shall not negate or waive the right of UNIVERSITY to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment, including, but not limited to, termination of this Agreement as set forth in Article 10. 4.6 LICENSEE shall sell products and/or processes resulting from LICENSED TECHNOLOGY to UNIVERSITY and its AFFILIATES upon request at such price(s) and on this page has been omitted such terms and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect conditions as such products and/or processes are made available to the omitted portionsLICENSEE’S most favored customer.

License Consideration. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other monetary consideration as follows:; (a) Initial license feeAnnual maintenance fees, nonrefundable non-refundable and noncreditable non-creditable against royalties, of until the first NET SALES occur as follows: (i) [***] Dollars ($[***]) due immediately on the first and payable within ten (10) business days from second anniversary of the Effective Date EFFECTIVE DATE of this Agreement;; and (ii) [***] Dollars ($[***]) on the third anniversary of the EFFECTIVE DATE of this Agreement and annually thereafter until the first NET SALES. Upon the first NET SALES, no further maintenance fees shall be due hereunder. *** 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. (b) Royalties in an amount equal to [***] Percent ([***]%) of NET SALES of the LICENSED TECHNOLOGY per calendar quarter and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarter; (c) Beginning with the first NET SALES, a minimum royalty in the following amounts, if such minimum royalty is greater than the aggregate annual royalty computed in accordance with Section 4.1(b) above: (i) [***] Dollars ($[***]) per calendar year for the first calendar year of the first NET SALES; (ii) [***] Dollars ($[***]) per calendar year for the second calendar year of the first NET SALES; and (iii) [***] Dollars ($[***]) in each subsequent calendar year during the term of this Agreement. (d) Milestone payments shall be paid by LICENSEE to UNIVERSITY as follows: (i) [***] Dollars ($[***]) payable within [***] days following [***] NET SALES in a calendar year. (e) A share of NON-ROYALTY SUBLICENSE INCOME of [***] Percent ([***]%). *** 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. 4.2 In the event that it should prove necessary for LICENSEE to license intellectual property rights owned by a third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the patent or other intellectual property rights of such third party, then LICENSEE shall be entitled to a credit of such third party royalties against royalties due to UNIVERSITY under Section 4.1(b) ), and Section 4.1(c), provided that (i) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD be less than [***] percent ([***]%) and (ii) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [***] percent ([***]%). 4.3 All payments pursuant to this Agreement may be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation transfer fees) in United States dollars without deduction or exchange, collection or other charges and directed to the address oror , in the case of wire *** 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. transfer, to the bank, set forth in Article 11II. Annual maintenance payments pursuant to Section 4.1(a) hereof shall be paid on the anniversary of the EFFECTIVE DATE of the calendar year in which they are due. Royalty payments pursuant to Section 4.1(b4.1 (b) hereof shall be due within sixty thirty (6030) days after each March 31, June 30, September 30 and December 31. NON-ROYALTY SUBLICENSE The minimum annual royalty for any calendar year pursuant to Section 4.1(c) shall be paid by January 30 of the subsequent calendar year. NONROYALTYSUBLICENSE INCOME payments pursuant to Section 4.1(c4.1(e) hereof shall be paid within thirty (30) days after receipt of payment by LICENSEE from sublicense. Payments under Section 4.1(b) are payable on a country by country basis only in those countries in which there are PATENT RIGHTS with respect to the applicable LICENSED TECHNOLOGY. 4.4 Taxes imposed by any foreign or United States governmental agency on any payments to be made to the UNIVERSITY by LICENSEE hereunder shall be paid by LICENSEE without deduction from any payment due to the UNIVERSITY hereunder. 4.5 The balance of any payments Payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, interest calculated from the due date until payment is received at the rate of five percent (5%) per annum, or the prime rate (as quoted by The Wall Street Journal) plus two percent (2%), whichever is *** Certain information higher. Payment of such interest by LICENSEE shall not negate or waive the right of UNIVERSITY to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment, including, but not limited to, termination of this Agreement as set forth in Article 10. 4.6 LICENSEE shall sell products and/or processes resulting from LICENSED TECHNOLOGY to UNIVERSITY and its AFFILIATES upon request at such price(s) and on this page has been omitted such terms and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect conditions as such products and/or processes are made available to the omitted portionsLICENSEE’S most favored customer.

License Consideration. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other monetary consideration as follows: (a) Initial license fee, nonrefundable and noncreditable against royalties, of [***] Dollars ($[***]) due immediately and payable within ten (10) business days from the Effective Date of this Agreement; (b) Royalties in an amount equal to [***] Percent ([***]%) of NET SALES of the LICENSED TECHNOLOGY per calendar quarter and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarter; (c) A share of NON-ROYALTY SUBLICENSE INCOME of [***] Percent ([***]%). *** 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.Information Omitted 4.2 In the event that it should prove necessary for LICENSEE to license intellectual property rights owned by a third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the patent or other intellectual property rights of such third party, then LICENSEE shall be entitled to a credit of such third party royalties against royalties due to UNIVERSITY under Section 4.1(b) provided that (i) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD be less than [***] percent ([***]%) and (ii) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [***] percent ([***]%). 4.3 All payments pursuant to this Agreement may be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation fees) in United States dollars without deduction or exchange, collection or other charges and directed to the address or, in the case of wire transfer, to the bank, set forth in Article 11. Royalty payments pursuant to Section 4.1(b) hereof shall be due within sixty (60) days after each March 31, June 30, September 30 and December 31. NON-ROYALTY SUBLICENSE INCOME payments pursuant to Section 4.1(c) hereof shall be paid within thirty (30) days after receipt of payment by LICENSEE from sublicense. Payments under Section 4.1(b) are payable on a country by country basis only in those countries in which there are PATENT RIGHTS with respect to the applicable LICENSED TECHNOLOGY. 4.4 Taxes imposed by any foreign or United States governmental agency on any payments to be made to UNIVERSITY by LICENSEE shall be paid by LICENSEE without deduction from any payment due to UNIVERSITY hereunder. 4.5 The balance of any payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, calculated from the due date until payment is received at the rate of five percent (5%) per annum, or the prime rate (as quoted by The Wall Street Journal) plus two percent (2%), whichever is *** Certain information on Confidential Information Omitted higher. Payment of such interest by LICENSEE shall not negate or waive the right of UNIVERSITY to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment, including, but not limited to, termination of this page has been omitted Agreement as set forth in Article 10. Licensee shall reimburse University for any costs and filed separately expenses incurred in connection with the Securities and Exchange Commission. Confidential treatment has been requested collecting any overdue balance of payments with respect to Licensee’s payment and reimbursement obligations under this Agreement, including the omitted portionscosts of engaging counsel or a collection agency for such purpose. 4.6 LICENSEE shall sell products and/or services resulting from LICENSED TECHNOLOGY to UNIVERSITY and its AFFILIATES upon request at such price(s) and on such terms and conditions as such products and/or services are made available to LICENSEE’S most favored customer.

License Consideration. 4.1 In consideration of the rights, privileges and license licenses granted by UNIVERSITY University hereunder, LICENSEE Licensee shall pay royalties and other monetary consideration as follows: (a) Initial license fee, nonrefundable and noncreditable against royalties, of [***] Dollars ($[***]) due immediately and payable within ten (10) business days from the Effective Date of this Agreement; (b) Royalties Annual maintenance fees, non-refundable, non-creditable, and not to be prorated against any other payment or royalties due, in an amount equal to the following amounts until the first Net Sale of a Licensed Technology occurs: (i) [***]; (ii) [***]; and (iii) [***]; (c) Running royalties in the following amounts shall become due immediately and shall become payable as set forth in Section 4.2: (i) [***] Percent of Net Sales of Licensed Technology covered by a Valid Claim of Patent Rights; and ([***]%ii) of NET SALES of the LICENSED TECHNOLOGY per calendar quarter and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarter;Net Sales of Licensed Technology NOT covered by a Valid Claim of Patent Rights, but which uses or was manufactured using Know-How (cd) A share Beginning with the first commercial sale of NON-ROYALTY SUBLICENSE INCOME a Licensed Technology, a minimum annual royalty in the amount of [***] Percent per calendar year, but only to the extent such minimum royalty is greater than the aggregate annual royalty computed in accordance with Section 4.1(c) above; (e) A share of Non-Royalty Sublicense Income of [***]%). *** 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.; and 4.2 In the event that it should prove necessary for LICENSEE to license intellectual property rights owned by a third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the patent or other intellectual property rights of such third party, then LICENSEE shall be entitled to a credit of such third party royalties against royalties due to UNIVERSITY under Section 4.1(b(f) provided that Milestone payments as follows: (i) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD be less than [***] percent ([***]%) and ; (ii) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [***] percent ([***]%); (iii) [***]; (iv) [***]; and (v) [***]. 4.3 4.2 All payments pursuant to this Agreement may shall be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation fees) in United States dollars Dollars without deduction or exchange, collection or other charges and directed to the address oraddress, or in the case of wire transfer, to the bank, bank set forth in Article 1112. Royalty payments Annual maintenance fees pursuant to Section 4.1(b) hereof shall be due within sixty (60) days after each March 31, June 30, September 30 and December 31paid on the anniversary of the Effective Date of the calendar year in which they are due. NON-ROYALTY SUBLICENSE INCOME Royalty payments pursuant to Section 4.1(c) hereof shall be paid within thirty (30) days after each March 31, June 30, September 30 and December 31. Minimum annual royalties pursuant to Section 4.1(d) shall be due December 31 and paid by January 30 following the calendar year in which they are due. Non-Royalty Sublicense Income payments pursuant to Section 4.1(e) hereof shall by paid within thirty (30) days after receipt of payment by LICENSEE Licensee from sublicense. Payments under Section 4.1(bMilestone payments pursuant to Article 4.1(f) are payable on a country by country basis only in those countries in which there are PATENT RIGHTS with respect to the applicable LICENSED TECHNOLOGYshall be paid within thirty (30) days of milestone event date. 4.4 4.3 Taxes imposed by any foreign or United States governmental agency on any payments payment to be made to UNIVERSITY University by LICENSEE Licensee shall be paid by LICENSEE Licensee without deduction from any payment due to UNIVERSITY University hereunder. 4.5 4.4 The balance of any payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, calculated from the due date until payment is received at the rate of five percent (5%) [***] per annum. Payment of such interest by Licensee shall not negate or waive the right of University to seek any other remedy, legal or equitable, to which it may be entitled because of the prime rate (delinquency of any payment, including, but not limited to, termination of this Agreement as quoted by The Wall Street Journal) plus two percent (2%), whichever is *** Certain information on this page has been omitted set forth in Article 10. Licensee shall reimburse University for any costs and filed separately expenses incurred in connection with the Securities and Exchange Commission. Confidential treatment has been requested collecting any overdue balance of payments with respect to Licensee’s payment and reimbursement obligations under this Agreement, including the omitted portionscosts of engaging counsel or a collection agency for such purpose. 4.5 Licensee shall sell Licensed Technology to University and its Affiliates upon request at such price(s) and on such terms and conditions as such products and/or processes are made available to Licensee’s most favored customer.

License Consideration. 4.1 In consideration of the rights, privileges and license licenses granted by UNIVERSITY University hereunder, LICENSEE Licensee shall pay royalties and other monetary consideration as follows: (a) Initial license fee, nonrefundable and noncreditable against royalties, of [***] Dollars ($[***]) due immediately and payable within ten (10) business days from the Effective Date of this Agreement; (b) Royalties Annual maintenance fees, non-refundable, non-creditable, and not to be prorated against any other payment or royalties due, in an amount equal to the following amounts until the first Net Sale of a Licensed Technology occurs: (i) [***]; and (ii) [***]; (c) Running royalties in the following amounts shall become due immediately and shall become payable as set forth in Section 4.2: (i) [***] Percent of Net Sales of Licensed Technology covered by a Valid Claim of Patent Rights; and ([***]%ii) of NET SALES of the LICENSED TECHNOLOGY per calendar quarter and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarter;Net Sales of Licensed Technology NOT covered by a Valid Claim of Patent Rights, but which uses or was manufactured using Know-How (cd) A share Beginning with the first commercial sale of NON-ROYALTY SUBLICENSE INCOME a Licensed Technology, a minimum annual royalty in the amount of [***] Percent per calendar year, but only to the extent such minimum royalty is greater than the aggregate annual royalty computed in accordance with Section 4.1(c) above; (e) A share of Non-Royalty Sublicense Income of [***]%). *** 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.; and 4.2 In the event that it should prove necessary for LICENSEE to license intellectual property rights owned by a third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the patent or other intellectual property rights of such third party, then LICENSEE shall be entitled to a credit of such third party royalties against royalties due to UNIVERSITY under Section 4.1(b(f) provided that Milestone payments as follows: (i) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD be less than [***] percent ([***]%) and ; (ii) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [***] percent ([***]%); (iii) [***]; and (iv) [***]. 4.3 4.2 All payments pursuant to this Agreement may shall be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation fees) in United States dollars Dollars without deduction or exchange, collection or other charges and directed to the address oraddress, or in the case of wire transfer, to the bank, bank set forth in Article 1112. Royalty payments Annual maintenance fees pursuant to Section 4.1(b) hereof shall be due within sixty (60) days after each March 31, June 30, September 30 and December 31paid on the anniversary of the Effective Date of the calendar year in which they are due. NON-ROYALTY SUBLICENSE INCOME Royalty payments pursuant to Section 4.1(c) hereof shall be paid within thirty (30) days after each March 31, June 30, September 30 and December 31. Minimum annual royalties pursuant to Section 4.1(d) shall be due December 31 and paid by January 30 following the calendar year in which they are due. Non-Royalty Sublicense Income payments pursuant to Section 4.1(e) hereof shall by paid within thirty (30) days after receipt of payment by LICENSEE Licensee from sublicense. Payments under Section 4.1(bMilestone payments pursuant to Article 4.1(f) are payable on a country by country basis only in those countries in which there are PATENT RIGHTS with respect to the applicable LICENSED TECHNOLOGYshall be paid within thirty (30) days of milestone event date. 4.4 4.3 Taxes imposed by any foreign or United States governmental agency on any payments payment to be made to UNIVERSITY University by LICENSEE Licensee shall be paid by LICENSEE Licensee without deduction from any payment due to UNIVERSITY University hereunder. 4.5 4.4 The balance of any payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, calculated from the due date until payment is received at the rate of five percent (5%) [***] per annum. Payment of such interest by Licensee shall not negate or waive the right of University to seek any other remedy, legal or equitable, to which it may be entitled because of the prime rate (delinquency of any payment, including, but not limited to, termination of this Agreement as quoted by The Wall Street Journal) plus two percent (2%), whichever is *** Certain information on this page has been omitted set forth in Article 10. Licensee shall reimburse University for any costs and filed separately expenses incurred in connection with the Securities and Exchange Commission. Confidential treatment has been requested collecting any overdue balance of payments with respect to Licensee’s payment and reimbursement obligations under this Agreement, including the omitted portionscosts of engaging counsel or a collection agency for such purpose. 4.5 Licensee shall sell Licensed Technology to University and its Affiliates upon request at such price(s) and on such terms and conditions as such products and/or processes are made available to Licensee’s most favored customer.

License Consideration. 4.1 In consideration of the rights, privileges and license licenses granted by UNIVERSITY University hereunder, LICENSEE Licensee shall pay royalties and other monetary consideration as follows: (a) Initial license fee, nonrefundable and noncreditable against royalties, of [***] Dollars ($[***]) due immediately and payable within ten (10) business days from the Effective Date of this Agreement; (b) Royalties Annual maintenance fees, non-refundable, non-creditable, and not to be prorated against any other payment or royalties due, in an amount equal to the following amounts until the first Net Sale of a Licensed Technology occurs: (i) [***]; and (ii) [***]; (c) Running royalties in the following amounts shall become due immediately and shall become payable as set forth in Section 4.2: (i) [***] Percent of Net Sales of Licensed Technology covered by a Valid Claim of Patent Rights; and ([***]%ii) of NET SALES of the LICENSED TECHNOLOGY per calendar quarter and royalties in an amount equal to [***] Percent ([***]%) of sublicensee NET SALES per calendar quarterNet Sales of Licensed Technology NOT covered by a Valid Claim of Patent Rights, but which uses or was manufactured using Know-How; (cd) A share Beginning with the first commercial sale of NON-ROYALTY SUBLICENSE INCOME a Licensed Technology, a minimum annual royalty in the amount of [***] Percent per calendar year, but only to the extent such minimum royalty is greater than the aggregate annual royalty computed in accordance with Section 4.1(c) above; (e) A share of Non-Royalty Sublicense Income of [***]%). *** 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.; and 4.2 In the event that it should prove necessary for LICENSEE to license intellectual property rights owned by a third party in order to practice the LICENSED TECHNOLOGY in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD in order to avoid infringing the patent or other intellectual property rights of such third party, then LICENSEE shall be entitled to a credit of such third party royalties against royalties due to UNIVERSITY under Section 4.1(b(f) provided that Milestone payments as follows: (i) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD be less than [***] percent ([***]%) and ; (ii) in no event shall the royalty rate applicable to NET SALES in the SLE FIELD or the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD from a sub-Licensee be less than [***] percent ([***]%); (iii) [***]; and (iv) [***]. 4.3 4.2 All payments pursuant to this Agreement may shall be made by check or by wire transfer (along with applicable wire transfer, transaction, and/or foreign translation fees) in United States dollars Dollars without deduction or exchange, collection or other charges and directed to the address oraddress, or in the case of wire transfer, to the bank, bank set forth in Article 1112. Royalty payments Annual maintenance fees pursuant to Section 4.1(b) hereof shall be due within sixty (60) days after each March 31, June 30, September 30 and December 31paid on the anniversary of the Effective Date of the calendar year in which they are due. NON-ROYALTY SUBLICENSE INCOME Royalty payments pursuant to Section 4.1(c) hereof shall be paid within thirty (30) days after each March 31, June 30, September 30 and December 31. Minimum annual royalties pursuant to Section 4.1(d) shall be due December 31 and paid by January 30 following the calendar year in which they are due. Non-Royalty Sublicense Income payments pursuant to Section 4.1(e) hereof shall by paid within thirty (30) days after receipt of payment by LICENSEE Licensee from sublicense. Payments under Section 4.1(bMilestone payments pursuant to Article 4.1(f) are payable on a country by country basis only in those countries in which there are PATENT RIGHTS with respect to the applicable LICENSED TECHNOLOGYshall be paid within thirty (30) days of milestone event date. 4.4 4.3 Taxes imposed by any foreign or United States governmental agency on any payments payment to be made to UNIVERSITY University by LICENSEE Licensee shall be paid by LICENSEE Licensee without deduction from any payment due to UNIVERSITY University hereunder. 4.5 4.4 The balance of any payments pursuant to this Agreement, including those specified in Section 6.2, which are overdue shall bear interest, compounded monthly, calculated from the due date until payment is received at the rate of five percent (5%) [***] per annum. Payment of such interest by Licensee shall not negate or waive the right of University to seek any other remedy, legal or equitable, to which it may be entitled because of the prime rate (delinquency of any payment, including, but not limited to, termination of this Agreement as quoted by The Wall Street Journal) plus two percent (2%), whichever is *** Certain information on this page has been omitted set forth in Article 10. Licensee shall reimburse University for any costs and filed separately expenses incurred in connection with the Securities and Exchange Commission. Confidential treatment has been requested collecting any overdue balance of payments with respect to Licensee’s payment and reimbursement obligations under this Agreement, including the omitted portionscosts of engaging counsel or a collection agency for such purpose. 4.5 Licensee shall sell Licensed Technology to University and its Affiliates upon request at such price(s) and on such terms and conditions as such products and/or processes are made available to Licensee’s most favored customer.