Common use of License Fee and Royalties Clause in Contracts

License Fee and Royalties. 6.1 In partial consideration for the Exclusive License granted by STANFORD to RIGEL with respect to the [ * ] cell lines included in the Materials, RIGEL agrees to pay to STANFORD the following: (a) A noncreditable, nonrefundable license issue royalty of ______________________, which amount shall be paid within thirty (30) days after the Effective Date. (b) An exclusivity fee equal to _______________________ for each of the three (3) years following the first anniversary of the Effective Date, which amounts shall be paid to STANFORD within thirty (30) days after each of the first, second and third anniversaries of the Effective Date. Such payments shall be nonrefundable but creditable against earned royalties to the extent provided in Section 6.4. (c) RIGEL shall issue to STANFORD _____________________ Stock of RIGEL, pursuant to a stock purchase agreement to be entered into between RIGEL and STANFORD within ninety (90) days after the Effective Date. (d) If RIGEL grants to a third party a sublicense to the Materials solely for research, and not commercialization purposes (a "Research Sublicense"), RIGEL shall also pay to STANFORD a milestone payment equal to __________________________ payment that [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. RIGEL receives as consideration for the grant of such Research Sublicense. RIGEL shall pay such amount to STANFORD within sixty (60) days after RIGEL receives such research milestone payment. If RIGEL grants to a third party a sublicense under the Materials which includes the right to sell and offer for sale Licensed Products (a "Commercialization Sublicense"), RIGEL shall pay to STANFORD a sublicense fee as follows: First Commercialization Sublicense Granted __________ Second Commercialization Sublicense Granted ____________ Each Additional Commercialization Sublicense __________ Granted If RIGEL owes amounts to STANFORD pursuant to this Section 6.1(d) and also pursuant to Section 6.3 of the 1996 License Agreement with respect to a particular Research Sublicense or Commercialization Sublicense, the amounts due to STANFORD pursuant to this Section 6.1(d) shall be reduced by any amounts due to STANFORD pursuant to Section 6.3 of the 1996 License Agreement with respect to such Research Sublicense or Commercialization Sublicense. RIGEL shall pay such sublicense fees to STANFORD within sixty (60) days after the effective date of each Commercialization Sublicense. 6.2 In partial consideration for the Exclusive License granted by STANFORD to RIGEL for the [ * ] cell lines included in the Materials, RIGEL agrees to pay to STANFORD an exclusivity fee equal to __________________ for each of the three (3) years following the first anniversary of the Effective Date, which amounts shall be paid to STANFORD within thirty (30) days after each of the first, second and third anniversaries of the Effective Date. Such payments shall be nonrefundable but creditable against earned royalties to the extent provided in Section 6.4. 6.3 As further consideration for the license granted to RIGEL pursuant to Section 3.1, RIGEL shall pay to STANFORD earned royalties equal to _______ of Net Sales of Licensed Products by RIGEL and its sublicensees; provided, however, that if royalties on Net Sales of a particular Licensed Product by RIGEL and its sublicensees would be due to STANFORD pursuant to both this Section 6.3 and Section 6.4 of the 1996 License Agreement, RIGEL shall be obligated to pay only the royalties due to STANFORD pursuant to Section 6.4 of the 1996 License Agreement on Net Sales of such Licensed Products. 6.4 Creditable payments under this Agreement shall be an offset to RIGEL against up to fifty percent (50%) of each earned royalty payment which RIGEL would be required to pay pursuant to Section 6.4 until the entire creditable amount is exhausted. 6.5 If this Agreement is not terminated in accordance with other provisions hereof, RIGEL's obligation to pay royalties pursuant to Section 6.3 shall continue until ten (10) years after first commercial sale of Licensed Products. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 6.6 The royalties on sales in currencies other than U.S. Dollars shall be calculated using the appropriate foreign exchange rate for such currency quoted by the Bank of America (San Francisco) foreign exchange desk, on the close of business on the last banking day of each calendar quarter. Royalty payments to STANFORD shall be in U.S. Dollars. All non-U.S. taxes related to royalty payments shall be paid by RIGEL and are not deductible from the payments due STANFORD.

License Fee and Royalties. 6.1 In partial consideration for the Exclusive License granted by STANFORD to RIGEL with respect to the [ * ] Phoenix cell lines included in the Materials, RIGEL agrees to pay to STANFORD the following: (a) A noncreditable, nonrefundable license issue royalty of ______________________, which amount shall be paid within thirty (30) days after the Effective Date. (b) An exclusivity fee equal to _______________________ for each of the three (3) years following the first anniversary of the Effective Date, which amounts shall be paid to STANFORD within thirty (30) days after each of the first, second and third anniversaries of the Effective Date. Such payments shall be nonrefundable but creditable against earned royalties to the extent provided in Section 6.4. (c) RIGEL shall issue to STANFORD _____________________ Stock of RIGEL, pursuant to a stock purchase agreement to be entered into between RIGEL and STANFORD within ninety (90) days after the Effective Date. (d) If RIGEL grants to a third party a sublicense to the Materials solely for research, and not commercialization purposes (a "Research Sublicense"), RIGEL shall also pay to STANFORD a milestone payment equal to __________________________ payment that [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. RIGEL receives as consideration for the grant of such Research Sublicense. RIGEL shall pay such amount to STANFORD within sixty (60) days after RIGEL receives such research milestone payment. If RIGEL grants to a third party a sublicense under the Materials which includes the right to sell and offer for sale Licensed Products (a "Commercialization Sublicense"), RIGEL shall pay to STANFORD a sublicense fee as follows: First Commercialization Sublicense Granted __________ Second Commercialization Sublicense Granted ____________ Each Additional Commercialization Sublicense __________ Granted If RIGEL owes amounts to STANFORD pursuant to this Section 6.1(d) and also pursuant to Section 6.3 of the 1996 License Agreement with respect to a particular Research Sublicense or Commercialization Sublicense, the amounts due to STANFORD pursuant to this Section 6.1(d) shall be reduced by any amounts due to STANFORD pursuant to Section 6.3 of the 1996 License Agreement with respect to such Research Sublicense or Commercialization Sublicense. RIGEL shall pay such sublicense fees to STANFORD within sixty (60) days after the effective date of each Commercialization Sublicense. 6.2 In partial consideration for the Exclusive License granted by STANFORD to RIGEL for the [ * ] 293T cell lines included in the Materials, RIGEL agrees to pay to STANFORD an exclusivity fee equal to __________________ for each of the three (3) years following the first anniversary of the Effective Date, which amounts shall be paid to STANFORD within thirty (30) days after each of the first, second and third anniversaries of the Effective Date. Such payments shall be nonrefundable but creditable against earned royalties to the extent provided in Section 6.4. 6.3 As further consideration for the license granted to RIGEL pursuant to Section 3.1, RIGEL shall pay to STANFORD earned royalties equal to _______ of Net Sales of Licensed Products by RIGEL and its sublicensees; provided, however, that if royalties on Net Sales of a particular Licensed Product by RIGEL and its sublicensees would be due to STANFORD pursuant to both this Section 6.3 and Section 6.4 of the 1996 License Agreement, RIGEL shall be obligated to pay only the royalties due to STANFORD pursuant to Section 6.4 of the 1996 License Agreement on Net Sales of such Licensed Products. 6.4 Creditable payments under this Agreement shall be an offset to RIGEL against up to fifty percent (50%) of each earned royalty payment which RIGEL would be required to pay pursuant to Section 6.4 until the entire creditable amount is exhausted. 6.5 If this Agreement is not terminated in accordance with other provisions hereof, RIGEL's obligation to pay royalties pursuant to Section 6.3 shall continue until ten (10) years after first commercial sale of Licensed Products. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 6.6 The royalties on sales in currencies other than U.S. Dollars shall be calculated using the appropriate foreign exchange rate for such currency quoted by the Bank of America (San Francisco) foreign exchange desk, on the close of business on the last banking day of each calendar quarter. Royalty payments to STANFORD shall be in U.S. Dollars. All non-U.S. taxes related to royalty payments shall be paid by RIGEL and are not deductible from the payments due STANFORD.

License Fee and Royalties. 6.1 In partial consideration for the Exclusive License granted by STANFORD to RIGEL with respect to the [ * ] Phoenix cell lines included in the Materials, RIGEL agrees to pay to STANFORD the following: (a) A noncreditable, nonrefundable license issue royalty of ______________________[text omitted in original signature document], which amount shall be paid within thirty (30) days after the Effective Date. (b) An exclusivity fee equal to _______________________ [text omitted in original signature document] for each of the three (3) years following the first anniversary of the Effective Date, which amounts shall be paid to STANFORD within thirty (30) days after each of the first, second and third anniversaries of the Effective Date. Such payments shall be nonrefundable but creditable against earned royalties to the extent provided in Section 6.4. (c) RIGEL shall issue to STANFORD _____________________ [text omitted in original signature document] Stock of RIGEL, pursuant to a stock purchase agreement to be entered into between RIGEL and STANFORD within ninety (90) days after the Effective Date. (d) If RIGEL grants to a third party a sublicense to the Materials solely for research, and not commercialization purposes (a "Research Sublicense"), RIGEL shall also pay to STANFORD a milestone payment equal to __________________________ [text omitted in original signature document] payment that [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. RIGEL receives as consideration for the grant of such Research Sublicense. RIGEL shall pay such amount to STANFORD within sixty (60) days after RIGEL receives such research milestone payment. If RIGEL grants to a third party a sublicense under the Materials which includes the right to sell and offer for sale Licensed Products (a "Commercialization Sublicense"), RIGEL shall pay to STANFORD a sublicense fee as follows: First Commercialization Sublicense Granted __________ Second Commercialization Sublicense Granted ____________ Each Additional Commercialization Sublicense __________ Granted If RIGEL owes amounts to STANFORD pursuant to this Section 6.1(d) and also pursuant to Section 6.3 of the 1996 License Agreement with respect to a particular Research Sublicense or Commercialization Sublicense, the amounts due to STANFORD pursuant to this Section 6.1(d) shall be reduced by any amounts due to STANFORD pursuant to Section 6.3 of the 1996 License Agreement with respect to such Research Sublicense or Commercialization Sublicense. RIGEL shall pay such sublicense fees to STANFORD within sixty (60) days after the effective date of each Commercialization Sublicense. 6.2 In partial consideration for the Exclusive License granted by STANFORD to RIGEL for the [ * ] cell lines included in the Materials, RIGEL agrees to pay to STANFORD an exclusivity fee equal to __________________ for each of the three (3) years following the first anniversary of the Effective Date, which amounts shall be paid to STANFORD within thirty (30) days after each of the first, second and third anniversaries of the Effective Date. Such payments shall be nonrefundable but creditable against earned royalties to the extent provided in Section 6.4. 6.3 As further consideration for the license granted to RIGEL pursuant to Section 3.1, RIGEL shall pay to STANFORD earned royalties equal to _______ of Net Sales of Licensed Products by RIGEL and its sublicensees; provided, however, that if royalties on Net Sales of a particular Licensed Product by RIGEL and its sublicensees would be due to STANFORD pursuant to both this Section 6.3 and Section 6.4 of the 1996 License Agreement, RIGEL shall be obligated to pay only the royalties due to STANFORD pursuant to Section 6.4 of the 1996 License Agreement on Net Sales of such Licensed Products. 6.4 Creditable payments under this Agreement shall be an offset to RIGEL against up to fifty percent (50%) of each earned royalty payment which RIGEL would be required to pay pursuant to Section 6.4 until the entire creditable amount is exhausted. 6.5 If this Agreement is not terminated in accordance with other provisions hereof, RIGEL's obligation to pay royalties pursuant to Section 6.3 shall continue until ten (10) years after first commercial sale of Licensed Products. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 6.6 The royalties on sales in currencies other than U.S. Dollars shall be calculated using the appropriate foreign exchange rate for such currency quoted by the Bank of America (San Francisco) foreign exchange desk, on the close of business on the last banking day of each calendar quarter. Royalty payments to STANFORD shall be in U.S. Dollars. All non-U.S. taxes related to royalty payments shall be paid by RIGEL and are not deductible from the payments due STANFORD.: