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. [***] 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 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 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 [***] [***]% [***] 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 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. [***] 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 Annual Product Annual Net Sales for of a Given Licensed Product in a Given Calendar Year Royalty Rate 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: [***]. [***] 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 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 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 information in this document has been omitted excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both not material and filed separately with not material and the Securities type of information that the registrant customarily and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsactually treats as private and confidential. 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 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 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both not material and not material and the type of information that the registrant customarily and actually treats as private and confidential. 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 (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 [***] 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], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. 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 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: [***]. [***] 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.