Common use of Licensed Product Royalties Clause in Contracts

Licensed Product Royalties. Subject to the terms of this Section 5.3 (and subject further to Section 5.6), Celgene shall pay Prothena royalties on Annual Net Sales, on a Licensed Product-by-Licensed Product basis during the applicable Royalty Term, equal to the following portions of Annual Net Sales of the applicable Licensed Product multiplied by the applicable royalty rate set forth below for such portion of Annual Net Sales during the applicable Royalty Term for each such Licensed Product, which royalties shall be paid in accordance with Section 5.3.7 (the “Per Licensed Product Annual Net Sales”). For clarity, the royalties (and royalty tiers) shall be calculated separately on a Licensed Product-by-Licensed Product basis. Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% The applicable royalty rate set forth in the table above will apply only to that portion of the Per Licensed Product Annual Net Sales of a given Licensed Product during a given Calendar Year that falls within the indicated range. For clarity, (i) if no royalty is payable on a given unit of Licensed Product (e.g., following the Royalty Term for such Licensed Product in a given country), then the Net Sales of such unit of Licensed Product shall not be included for purposes of determining the royalties or royalty tiers and (ii) Net Sales of a given Licensed Product will not be combined with Net Sales of any other Licensed Product for purposes of determining the foregoing royalties or royalty tiers. Only one royalty shall be payable by Celgene to Prothena for each sale of a Licensed Product. By way of example, if Per Licensed Product Annual Net Sales of a given Licensed Product by Celgene, its Affiliates and Sublicensees were $[***] for a given Calendar Year, then the royalties payable with respect to such Per Licensed Product Annual Net Sales for such Licensed Product for such Calendar Year, subject to adjustment as set forth in this Section 5.3, would be: [***].

Licensed Product Royalties. Subject to the terms of this Section 5.3 5.2 (and subject further to Section 5.65.5), Celgene shall pay Prothena royalties on Annual Net Sales, on a Licensed Product-by-Licensed Product basis during the applicable Royalty Term, equal to the following portions of Annual Net Sales of the applicable Licensed Product multiplied by the applicable royalty rate set forth below for such portion of Annual Net Sales during the applicable Royalty Term for each such Licensed Product, which royalties shall be paid in accordance with Section 5.3.7 5.2.7 (the “Per Licensed Product Annual Net Sales”). For clarity, the royalties (and royalty tiers) shall be calculated separately on a Licensed Product-by-Licensed Product basis. Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% The applicable royalty rate set forth in the table above will apply only to that portion of the Per Licensed Product Annual Net Sales of a given Licensed Product during a given Calendar Year that falls within the indicated range. For clarity, (i) if no royalty is payable on a given unit of Licensed Product (e.g., following the Royalty Term for such Licensed Product in a given countryProduct), then the Net Sales of such unit of Licensed Product shall not be included for purposes of determining the royalties or royalty tiers and (ii) Net Sales of a given Licensed Product will not be combined with Net Sales of any other Licensed Product for purposes of determining the foregoing royalties or royalty tiers. Only one royalty shall be payable by Celgene to Prothena for each sale of a Licensed Product. By way of example, if Per Licensed Product Annual Net Sales of a given Licensed Product by Celgene, its Affiliates and Sublicensees were $[***] for a given Calendar Year, then the royalties payable with respect to such Per Licensed Product Annual Net Sales for such Licensed Product for such Calendar Year, subject to adjustment as set forth in this Section 5.35.2, would be: [***].

Licensed Product Royalties. Subject to the terms of this Section 5.3 5.2 (and subject further to Section 5.65.5), Celgene shall pay Prothena royalties on Annual Net Sales, on a Licensed Product-by-Licensed Product basis during the applicable Royalty Term, equal to the following portions of Annual Net Sales of the applicable Licensed Product multiplied by the applicable royalty rate set forth below for such portion of Annual Net Sales during the applicable Royalty Term for each such Licensed Product, which royalties shall be paid in accordance with Section 5.3.7 5.2.7 (the “Per Licensed Product Annual Net Sales”). For clarity, the royalties (and royalty tiers) shall be calculated separately on a Licensed Product-by-Licensed Product basis. Per Licensed Product Annual Net Sales for a Given Licensed Product in a Given Calendar Year Royalty Rate Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% The applicable royalty rate set forth in the table above will apply only to that portion of the Per Licensed Product Annual Net Sales of a given Licensed Product during a given Calendar Year that falls within the indicated range. For clarity, (i) if no royalty is payable on a given unit of Licensed Product (e.g., following the Royalty Term for such Licensed Product in a given countryProduct), then the Net Sales of such unit of Licensed Product shall not be included for purposes of determining the royalties or royalty tiers and (ii) Net Sales of a given Licensed Product will not be combined with Net Sales of any other Licensed Product for purposes of determining the foregoing royalties or royalty tiers. Only one royalty shall be payable by Celgene to Prothena for each sale of a Licensed Product. By way of example, if Per Licensed Product Annual Net Sales of a given Licensed Product by Celgene, its Affiliates and Sublicensees were $[***] for a given Calendar Year, then the royalties payable with respect to such Per Licensed Product Annual Net Sales for such Licensed Product for such Calendar Year, subject to adjustment as set forth in this Section 5.35.2, would be: [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Licensed Product Royalties. Subject to the terms of this Section 5.3 5.2 (and subject further to Section 5.65.5), Celgene shall pay Prothena royalties on Annual Net Sales, on a Licensed Product-by-Licensed Product basis during the applicable Royalty Term, equal to the following portions of Annual Net Sales of the applicable Licensed Product multiplied by the applicable royalty rate set forth below for such portion of Annual Net Sales during the applicable Royalty Term for each such Licensed Product, which royalties shall be paid in accordance with Section 5.3.7 5.2.7 (the “Per Licensed Product Annual Net Sales”). For clarity, the royalties (and royalty tiers) shall be calculated separately on a Licensed Product-by-Licensed Product basis. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% [***]% CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% [***]% The applicable royalty rate set forth in the table above will apply only to that portion of the Per Licensed Product Annual Net Sales of a given Licensed Product during a given Calendar Year that falls within the indicated range. For clarity, (i) if no royalty is payable on a given unit of Licensed Product (e.g., following the Royalty Term for such Licensed Product in a given country), then the Net Sales of such unit of Licensed Product shall not be included for purposes of determining the royalties or royalty tiers and (ii) Net Sales of a given Licensed Product will not be combined with Net Sales of any other Licensed Product for purposes of determining the foregoing royalties or royalty tiers. Only one royalty shall be payable by Celgene to Prothena for each sale of a Licensed Product. By way of example, (a) if Per Licensed Product Annual Net Sales of a given Licensed Product that is not an Enabled Antibody Product by Celgene, its Affiliates and Sublicensees were $[***] for a given Calendar Year, then the royalties payable with respect to such Per Licensed Product Annual Net Sales for such Licensed Product for such Calendar Year, subject to adjustment as set forth in this Section 5.35.2, would be: :[***]; and (b) if Per Licensed Product Annual Net Sales of a given Enabled Antibody Product by Celgene, its Affiliates and Sublicensees were $[***] for a given Calendar Year, then the royalties payable with respect to such Per Licensed Product Annual Net Sales for such Licensed Product for such Calendar Year, subject to adjustment as set forth in this Section 5.2, would be:[***]. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Licensed Product Royalties. Subject to the terms of this Section 5.3 6.2 (and subject further to Section 5.6Sections 6.4 and 6.7), Celgene on a Calendar Year-by-Calendar Year basis, Juno shall pay Prothena Editas royalties on Annual Product Net Sales, Sales of a given Licensed Product (on a Licensed Product-by-Licensed Product basis basis) during the applicable Royalty TermTerm for such Licensed Product (provided that the Royalty Term shall be calculated on a Licensed Product-by-Licensed Product and country-by-country basis), equal to the following portions of Annual Product Net Sales of the applicable such Licensed Product during a given Calendar Year multiplied by the applicable royalty rate set forth below for such portion of Annual Product Net Sales during the applicable Royalty Term for each such Licensed ProductTerm, which royalties shall be paid in accordance with Section 5.3.7 (the “Per Licensed Product Annual Net Sales”)6.2.5. For clarity, the royalties (and royalty tiers) shall be calculated separately on a Licensed Product-by-Licensed Product basis. Portion of Per Licensed Annual Product Annual Net Sales of a given Licensed Product in a given Calendar Year above $[**], up to and including $[**] [***]% Portion of Per Licensed Annual Product Annual Net Sales of a given Licensed Product in a given Calendar Year above $[**], up to and including $[**] [***]% Portion of Per Licensed Annual Product Annual Net Sales of a given Licensed Product in a given Calendar Year above $[***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% The applicable royalty rate rates set forth in the table above will apply only to that portion of the Per Licensed Annual Product Annual Net Sales of a given the applicable Licensed Product during a given Calendar Year that falls within the indicated range. For clarity, (ia) if no royalty is payable on a given unit of Licensed Product (e.g., following expiration of the Royalty Term for such Licensed Product in a given country), then the Net Sales of such unit of Licensed Product shall not be included for purposes of determining the royalties or royalty tiers and tiers; (iib) Net Sales of a given Licensed Product will not be combined with Net Sales of any other Licensed Product for purposes of determining the foregoing royalties or royalty tiers. Only ; and (c) with respect to any Licensed Products for which a royalty is payable, only one royalty shall be payable by Celgene Juno to Prothena Editas for each sale of a unit of such Licensed Product, regardless of any Licensed Program Addenda subsequently entered into by the Parties. By way of exampleexample and without limitation of this Section 6.2.1, if Per Licensed Annual Product Annual Net Sales of a given Licensed Product by Celgene, its Affiliates and Sublicensees were $[***] for a given Calendar Year, then the royalties payable with respect to such Per Licensed Annual Product Annual Net Sales for such Licensed Product for such Calendar Year, subject Year (assuming no further reductions pursuant to adjustment as set forth in this Section 5.36.2.3 or Section 6.2.4), would be: [***].

Licensed Product Royalties. Subject to the terms of this Section 5.3 (and subject further to Section 5.6), Celgene shall pay Prothena royalties on Annual Net Sales, on a Licensed Product-by-Licensed Product basis during the applicable Royalty Term, equal to the following portions of Annual Net Sales of the applicable Licensed Product multiplied by the applicable royalty rate set forth below for such portion of Annual Net Sales during the applicable Royalty Term for each such Licensed Product, which royalties shall be paid in accordance with Section 5.3.7 (the “Per Licensed Product Annual Net Sales”). For clarity, the royalties (and royalty tiers) shall be calculated separately on a Licensed Product-by-Licensed Product basis. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Per Licensed Product Annual Net Sales for a Given Licensed Product in a Given Calendar Year Royalty Rate Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% The applicable royalty rate set forth in the table above will apply only to that portion of the Per Licensed Product Annual Net Sales of a given Licensed Product during a given Calendar Year that falls within the indicated range. For clarity, (i) if no royalty is payable on a given unit of Licensed Product (e.g., following the Royalty Term for such Licensed Product in a given country), then the Net Sales of such unit of Licensed Product shall not be included for purposes of determining the royalties or royalty tiers and (ii) Net Sales of a given Licensed Product will not be combined with Net Sales of any other Licensed Product for purposes of determining the foregoing royalties or royalty tiers. Only one royalty shall be payable by Celgene to Prothena for each sale of a Licensed Product. By way of example, if Per Licensed Product Annual Net Sales of a given Licensed Product by Celgene, its Affiliates and Sublicensees were $[***] for a given Calendar Year, then the royalties payable with respect to such Per Licensed Product Annual Net Sales for such Licensed Product for such Calendar Year, subject to adjustment as set forth in this Section 5.3, would be: [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Licensed Product Royalties. Subject to the terms of this Section 5.3 (and subject further to Section 5.6), Celgene shall pay Prothena royalties on Annual Net Sales, on a Licensed Product-by-Licensed Product basis during the applicable Royalty Term, equal to the following portions of Annual Net Sales of the applicable Licensed Product multiplied by the applicable royalty rate set forth below for such portion of Annual Net Sales during the applicable Royalty Term for each such Licensed Product, which royalties shall be paid in accordance with Section 5.3.7 (the “Per Licensed Product Annual Net Sales”). For clarity, the royalties (and royalty tiers) shall be calculated separately on a Licensed Product-by-Licensed Product basis. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% The applicable royalty rate set forth in the table above will apply only to that portion of the Per Licensed Product Annual Net Sales of a given Licensed Product during a given Calendar Year that falls within the indicated range. For clarity, (i) if no royalty is payable on a given unit of Licensed Product (e.g., following the Royalty Term for such Licensed Product in a given country), then the Net Sales of such unit of Licensed Product shall not be included for purposes of determining the royalties or royalty tiers and (ii) Net Sales of a given Licensed Product will not be combined with Net Sales of any other Licensed Product for purposes of determining the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. foregoing royalties or royalty tiers. Only one royalty shall be payable by Celgene to Prothena for each sale of a Licensed Product. By way of example, if Per Licensed Product Annual Net Sales of a given Licensed Product by Celgene, its Affiliates and Sublicensees were $[***] for a given Calendar Year, then the royalties payable with respect to such Per Licensed Product Annual Net Sales for such Licensed Product for such Calendar Year, subject to adjustment as set forth in this Section 5.3, would be: [***].

Licensed Product Royalties. Subject to the terms of this Section 5.3 (and subject further to Section 5.6), Celgene a) Novo Nordisk shall pay Prothena to PCYC either a Patent Royalty Rate or Know-How Royalty Rate on annual Net Sales of each Licensed Product during the Royalty Term (defined below) with the royalty rate to be calculated for each Calendar Year as follows: Less than USD $[**] [**]% [**]% More than USD $[**] [**]% [**]% **(”Patent Royalty Rate” shall mean [**] percent ([**]%) of that portion of the annual Net Sales of each Licensed Product which is less than or equal to USD [**]; and [**] percent ([**]%) of that portion of the annual Net Sales of each Licensed Product which is greater than USD [**].) (b) Novo Nordisk's obligation to pay royalties on Annual Net Sales, for a Licensed Product shall continue on a country-by-country and Licensed Product-by-Licensed Product basis during until the applicable later of (x) the expiration date of the last-to-expire of any PCYC Patent(s) with an Issued Patent Claim that would Cover such Licensed Product or (y) [**] years from First Commercial Sale of the first Licensed Product to be sold in such country (the “Royalty Term, equal ”). (c) If the last-to-expire of any PCYC Patent(s) with an Issued Patent Claim that would Cover such Licensed Product in a country expires prior to the following portions date which is [**] years from First Commercial Sale of Annual the first Licensed Product in such country, then the royalties payable for Net Sales of the applicable Licensed Product multiplied by the applicable royalty rate set forth below for such portion of Annual Net Sales during the applicable Royalty Term for each such Licensed Product, which royalties shall be paid in accordance with Section 5.3.7 (the “Per Licensed Product Annual Net Sales”). For clarity, the royalties (and royalty tiers) shall be calculated separately on a Licensed Product-by-Licensed Product basis. Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above such country shall be [***] [***]% Portion ([**] percent) of Per Licensed Product Annual annual Net Sales until the expiry of a given the Royalty Term (“Know-How Royalty Rate”). (d) Upon expiry of such Royalty Term, Novo Nordisk's obligations to pay royalties on such Licensed Product in such country shall cease and Novo Nordisk shall have a given Calendar Year above [***] [***]% Portion of Per fully paid up royalty free non-exclusive license under the Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% The applicable royalty rate set forth in the table above will apply only to that portion of the Per Licensed Product Annual Net Sales of a given Licensed Product during a given Calendar Year that falls within the indicated range. For clarity, (i) if no royalty is payable on a given unit of Licensed Product (e.g., following the Royalty Term Intellectual Property for such Licensed Product in a given such country), then the Net Sales of such unit of Licensed Product shall not be included for purposes of determining the royalties or royalty tiers and (ii) Net Sales of a given Licensed Product will not be combined with Net Sales of any other Licensed Product for purposes of determining the foregoing royalties or royalty tiers. Only one royalty shall be payable by Celgene to Prothena for each sale of a Licensed Product. By way of example, if Per Licensed Product Annual Net Sales of a given Licensed Product by Celgene, its Affiliates and Sublicensees were $[***] for a given Calendar Year, then the royalties payable with respect to such Per Licensed Product Annual Net Sales for such Licensed Product for such Calendar Year, subject to adjustment as set forth in this Section 5.3, would be: [***].

Licensed Product Royalties. Subject to the terms of this Section 5.3 5.2 (and subject further to Section 5.65.5), Celgene shall pay Prothena royalties on Annual Net Sales, on a Licensed Product-by-Licensed Product basis during the applicable Royalty Term, equal to the following portions of Annual Net Sales of the applicable Licensed Product multiplied by the applicable royalty rate set forth below for such portion of Annual Net Sales during the applicable Royalty Term for each such Licensed Product, which royalties shall be paid in accordance with Section 5.3.7 5.2.7 (the “Per Licensed Product Annual Net Sales”). For clarity, the royalties (and royalty tiers) shall be calculated separately on a Licensed Product-by-Licensed Product basis. Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% Portion of Per Licensed Product Annual Net Sales of a given Licensed Product in a given Calendar Year above [***] [***]% The applicable royalty rate set forth in the table above will apply only to that portion of the Per Licensed Product Annual Net Sales of a given Licensed Product during a given Calendar Year that falls within the indicated range. For clarity, (i) if no royalty is payable on a given unit of Licensed Product (e.g., following the Royalty Term for such Licensed Product in a given countryProduct), then the Net Sales of such unit of Licensed Product shall not be included for purposes of determining the royalties or royalty tiers and (ii) Net Sales of a given Licensed Product will not be combined with Net Sales of any other Licensed Product for purposes of determining the foregoing royalties or royalty tiers. Only one royalty shall be payable by Celgene to Prothena for each sale of a Licensed Product. By way of example, if Per Licensed Product Annual Net Sales of a given Licensed Product by Celgene, its Affiliates and Sublicensees were $[***] for a given Calendar Year, then the royalties payable with respect to such Per Licensed Product Annual Net Sales for such Licensed Product for such Calendar Year, subject to adjustment as set forth in this Section 5.35.2, would be: [***].

Licensed Product Royalties. Subject to the terms of this Section 5.3 (and subject further to Section 5.6)8.6, Celgene shall will pay Prothena BeiGene royalties on Annual Net Sales, on a Licensed Product-by-Licensed Product (but excluding any Diagnostic Products) basis during the applicable Royalty Term, Term for a given Licensed Product (the “Per Licensed Product Annual Net Sales”). Such royalty will be equal to the following portions applicable portion of Per Licensed Product Annual Net Sales of the applicable Licensed Product multiplied by the applicable royalty rate rate, in each case, as set forth below for such portion of Annual Net Sales during in the applicable Royalty Term for each such Licensed Producttable in Subsection (a), (b) or (c) below, which royalties shall will be paid in accordance with Section 5.3.7 (8.6.7. In connection with the “Per calculation of royalties for a given Licensed Product Annual Net Sales”). For claritypursuant to this Section 8.6, (i) the determination of whether such Licensed Product is [...***...] will be determined on a country-by-country basis, and the royalties (and royalty tiers) shall will be calculated * Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. separately for units of such Licensed Product that are [...***...] and units of such Licensed Product that are [...***...], and (ii) the determination of whether such Licensed Product is for use in a Combination Regimen or Single Agent Regimen will be determined on a country-by-country and Indication-by-Indication basis, and the royalties (and royalty tiers) will be calculated separately on for units of such Licensed Product that are labeled for use in a Combination Regimen for such Indication and units of such Licensed Product that are labeled for use in a Single Agent Regimen for such Indication, as follows: For clarity, if a given Licensed Product is a [...***...] for one Indication in a country, the royalty rates in Sections 8.6.1(b) or (c), as the case may be, will be deemed to apply to all Indications for that Licensed Product in that country. (a) The following royalty rates and tiers will apply to a given Licensed Product (excluding Licensed Diagnostic Product) that is a [...***...] and is labeled for use in a Single Agent Regimen or Combination Regimen (aggregated across all countries in the Celgene Territory where such conditions are satisfied for such Licensed Product-by-Licensed Product basis. ): Portion of Per Licensed Product Annual Net Sales of a given such Licensed Product in a given Calendar Year above less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of a given such Licensed Product in a given Calendar Year above greater than or equal to [...***] ...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of a given such Licensed Product in a given Calendar Year above greater than or equal to [...***] ...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of a given such Licensed Product in a given Calendar Year above greater than or equal to [...***] ...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of a given such Licensed Product in a given Calendar Year above greater than or equal to [...***] ...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of a given such Licensed Product in a given Calendar Year above greater than or equal to [...***] ...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of a given such Licensed Product in a given Calendar Year above greater than or equal to [...***...] [...***...]% (b) The following royalty rates and tiers will apply to a given Licensed Product (excluding Licensed Diagnostic Product) that is a [...***...] and is labeled for use in a Combination Regimen (aggregated across all countries in the Celgene Territory where such conditions are satisfied for such Licensed Product): * Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. Portion of Per Licensed Product Annual Net Sales of such Licensed Product in a given Calendar Year less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of a given such Licensed Product in a given Calendar Year above greater than or equal to [...***] ...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of a given such Licensed Product in a given Calendar Year above greater than or equal to [...***] ...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of a given such Licensed Product in a given Calendar Year above greater than or equal to [...***] ...], but less than [...***...] [...***...]% The applicable royalty rate set forth in the table above will apply only to that portion Portion of the Per Licensed Product Annual Net Sales of such Licensed Product in a given Calendar Year greater than or equal to [...***...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of such Licensed Product in a given Calendar Year greater than or equal to [...***...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of such Licensed Product in a given Calendar Year greater than or equal to [...***...] [...***...]% (c) The following royalty rates and tiers will apply to a given Licensed Product during (excluding Licensed Diagnostic Product) that is a Superior Product and is labeled for use in a Single Agent Regimen (aggregated across all countries in the Celgene Territory where such conditions are satisfied for such Licensed Product): Portion of Per Licensed Product Annual Net Sales of such Licensed Product in a given Calendar Year that falls within less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of such Licensed Product in a given Calendar Year greater than or equal to [...***...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of such Licensed Product in a given Calendar Year greater than or equal to [...***...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of such Licensed Product in a given Calendar Year greater than or equal to [...***...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of such Licensed Product in a given Calendar Year greater than or equal to [...***...], but less than [...***...] [...***...]% * Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the indicated rangeU.S. Securities and Exchange Commission. Portion of Per Licensed Product Annual Net Sales of such Licensed Product in a given Calendar Year greater than or equal to [...***...], but less than [...***...] [...***...]% Portion of Per Licensed Product Annual Net Sales of such Licensed Product in a given Calendar Year greater than or equal to [...***...] [...***...]% The royalties (including royalty rates and tiers) for a given Licensed Product shall be determined separately under the foregoing Sections 8.6.1(a), 8.6.1(b) or 8.6.1(c), as applicable, as and to the extent the conditions set forth in such Sections are satisfied for a particular unit of such Licensed Product. For clarity, (i) if no royalty is payable on a given unit of Licensed Product (e.g., following the Royalty Term for such Licensed Product in a given country), then the Net Sales of such unit of Licensed Product shall will not be included for purposes of determining the royalties or royalty tiers and tiers, (ii) Net Sales of a given Licensed Product will not be combined with Net Sales of any other Licensed Product for purposes of determining the foregoing royalties or royalty tiers. Only , and (iii) only one royalty shall will be payable by Celgene to Prothena for each BeiGene on the sale of a given unit of Licensed Product. By way , and a given unit of example, if Per Licensed Product Annual Net Sales of a given Licensed Product by Celgene, its Affiliates and Sublicensees were $[***] for a given Calendar Year, then will only be used to determine the royalties payable with respect to such Per Licensed Product Annual Net Sales for such Licensed Product for such Calendar Yearand royalty tiers under one of the foregoing Sections 8.6.1(a), subject to adjustment 8.6.1(b) or 8.6.1(c), as applicable. Notwithstanding the foregoing, the royalties set forth in this Section 5.38.6.1 do not apply to Diagnostic Products and sales of Diagnostic Products will not be included for purposes of determining the royalties or royalty tiers. For clarity, would be: [***]if a given Licensed Product qualifies for a royalty under more than one of the categories set forth in Sections 8.6.1(a), 8.6.1(b) and 8.6.1(c), above, Celgene shall pay BeiGene a royalty at the highest applicable royalty rate set forth in Sections 8.6.1(a), 8.6.1(b) and 8.6.1(c).