Common use of Payments and Royalties Clause in Contracts

Payments and Royalties. 6.1 RIGEL shall upon the Effective Date: (a) pay to STANFORD a noncreditable, nonrefundable license issue royalty of __________; and (b) issue to STANFORD ___________________ Stock pursuant to a stock purchase agreement to be separately executed by the parties. 6.2 Subject to Section 6.6, RIGEL also agrees to pay the following minimum annual royalties to STANFORD within thirty (30) days after the occurrence of each date below: Anniversary of Effective Date Minimum Annual Royalty Due ----------------------------- -------------------------- First and Second _________ Third through Fifth _________ Sixth and Thereafter _________ These minimum annual royalty payments are nonrefundable, but they are creditable against earned royalties due to Stanford pursuant to Section 6.4. In addition, the minimum annual royalties set forth in this Section 6.2 shall be reduced by fifty percent (50%) if STANFORD abandons all patent applications from which Licensed Patents could issue prior to the time that any Licensed Patents issue. [ * ] = 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. 6.3 RIGEL also agrees to pay to STANFORD upon the occurrence of the following events, the following amounts: Event Milestones ----- ---------- Earlier of the execution of the first sublicense ____________ by Rigel under the Licensed Technology or 18 months after the Effective Date Earlier of the execution of the second sublicense ____________ by Rigel under the Licensed Technology or 48 months after the Effective Date Earlier of the execution of the third sublicense ____________ by Rigel under the Licensed Technology or 78 months after the Effective Date Execution of any additional sublicenses by Rigel ____________ after payment of all of the foregoing milestones 6.4 RIGEL shall pay to STANFORD earned royalties of ___________ of Net Sales during the Exclusivity Term. Should total earned royalties due on Licensed Products to STANFORD under this Agreement and any other agreement between STANFORD and RIGEL (the "Other Agreements") equal or exceed __________ of Net Sales, STANFORD shall, upon request by RIGEL, meet with RIGEL to discuss an appropriate mechanism, if RIGEL's royalty obligations under this Agreement and the Other Agreements render further development and commercialization of License Products uneconomic. The parties will discuss in good faith appropriate adjustments to RIGEL's obligations under this Agreement.. 6.5 RIGEL shall also pay to STANFORD ______________ upon the issuance of the first patent included in the Licensed Patents. 6.6 Within thirty (30) days after the license granted under the Licensed Patents pursuant to Section 3.1 becomes non-exclusive pursuant to Sections 3.3, 5.2 or 5.3, STANFORD shall provide to RIGEL a written summary of all non-confidential material terms of any other license agreements with third parties relating to the Licensed Technology. STANFORD shall use reasonable efforts to obtain consent of any such third parties to disclose such material terms or at least a general description of the economic terms of such other license agreements to RIGEL. Within thirty (30) days after receiving such summary, RIGEL shall elect one of the following options by written notice to STANFORD: (a) to allow this Agreement to continue in full force and effect, except that the minimum annual royalties due to STANFORD pursuant to Section 6.2 shall be reduced by fifty percent (50%); or [ * ] = 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. (b) to modify the terms of this Agreement to include terms no less favorable to RIGEL than those STANFORD then provides to third party licensees of the Licensed Technology.

Payments and Royalties. 6.1 RIGEL shall upon the Effective Date: (a) pay to STANFORD a noncreditable, nonrefundable license issue royalty of __________; and (b) issue to STANFORD ___________________ Stock pursuant to a stock purchase agreement to be separately executed by the parties. 6.2 Subject to Section 6.6, RIGEL also agrees to pay the following minimum annual royalties to STANFORD within thirty (30) days after the occurrence of each date below: Anniversary of Effective Date Minimum Annual Royalty Due ----------------------------- -------------------------- First and Second _________ Third through Fifth _________ Sixth and Thereafter _________ These minimum annual royalty payments are nonrefundable, but they are creditable against earned royalties due to Stanford pursuant to Section 6.4. In addition, the minimum annual royalties set forth in this Section 6.2 shall be reduced by fifty percent (50%) if STANFORD abandons all patent applications from which Licensed Patents could issue prior to the time that any Licensed Patents issue. [ * ] = 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. 6.3 RIGEL also agrees to pay to STANFORD upon the occurrence of the following events, the following amounts: Event Milestones ----- ---------- Earlier of the execution of the first sublicense ____________ by Rigel under the Licensed Technology or 18 months after the Effective Date Earlier of the execution of the second sublicense ____________ by Rigel under the Licensed Technology or 48 months after the Effective Date Earlier of the execution of the third sublicense ____________ by Rigel under the Licensed Technology or 78 months after the Effective Date Execution of any additional sublicenses by Rigel ____________ after payment of all of the foregoing milestones 6.4 RIGEL shall pay to STANFORD earned royalties of ___________ of Net Sales during the Exclusivity Term. Should total earned royalties due on Licensed Products to STANFORD under this Agreement and any other agreement between STANFORD and RIGEL (the "Other Agreements") equal or exceed __________ of Net Sales, STANFORD shall, upon request by RIGEL, meet with RIGEL to discuss an appropriate mechanism, if RIGEL's royalty obligations under this Agreement and the Other Agreements render further development and commercialization of License Products uneconomic. The parties will discuss in good faith appropriate adjustments to RIGEL's obligations under this Agreement.. 6.5 RIGEL shall also pay to STANFORD ______________ upon the issuance of the first patent included in the Licensed Patents. 6.6 Within thirty (30) days after the license granted under the Licensed Patents pursuant to Section 3.1 becomes non-exclusive pursuant to Sections 3.3, 5.2 or 5.3, STANFORD shall provide to RIGEL a written summary of all non-confidential material terms of any other license agreements with third parties relating to the Licensed Technology. STANFORD shall use reasonable efforts to obtain consent of any such third parties to disclose such material terms or at least a general description of the economic terms of such other license agreements to RIGEL. Within thirty (30) days after receiving such summary, RIGEL shall elect one of the following options by written notice to STANFORD: (a) to allow this Agreement to continue in full force and effect, except that the minimum annual royalties due to STANFORD pursuant to Section 6.2 shall be reduced by fifty percent (50%); or [ * ] = 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.or (b) to modify the terms of this Agreement to include terms no less favorable to RIGEL than those STANFORD then provides to third party licensees of the Licensed Technology.

Payments and Royalties. 6.1 RIGEL shall upon the Effective Date: (a) pay to STANFORD a noncreditable, nonrefundable license issue royalty of __________[text omitted in original signature document]; and (b) issue to STANFORD ___________________ [text omitted in original signature document] Stock pursuant to a stock purchase agreement to be separately executed by the parties. 6.2 Subject to Section 6.6, RIGEL also agrees to pay the following minimum annual royalties to STANFORD within thirty (30) days after the occurrence of each date below: Anniversary of Effective Date Minimum Annual Royalty Due ----------------------------- -------------------------- First and Second _________ [text omitted in original signature document] Third through Fifth _________ [text omitted in original signature document] Sixth and Thereafter _________ [text omitted in original signature document] These minimum annual royalty payments are nonrefundable, but they are creditable against earned royalties due to Stanford pursuant to Section 6.4. In addition, the minimum annual royalties set forth in this Section 6.2 shall be reduced by fifty percent (50%) if STANFORD abandons all patent applications from which Licensed Patents could issue prior to the time that any Licensed Patents issue. [ * ] = 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. 6.3 RIGEL also agrees to pay to STANFORD upon the occurrence of the following events, the following amounts: Event Milestones ----- ---------- Earlier of the execution of the first sublicense ____________ [text omitted in original signature document] by Rigel under the Licensed Technology or 18 months after the Effective Date Earlier of the execution of the second sublicense ____________ [text omitted in original signature document] by Rigel under the Licensed Technology or 48 months after the Effective Date Earlier of the execution of the third sublicense ____________ [text omitted in original signature document] by Rigel under the Licensed Technology or 78 months after the Effective Date Execution of any additional sublicenses by Rigel ____________ [text omitted in original signature document] after payment of all of the foregoing milestones 6.4 RIGEL shall pay to STANFORD earned royalties of ___________ [text omitted in original signature document] of Net Sales during the Exclusivity Term. Should total earned royalties due on Licensed Products to STANFORD under this Agreement and any other agreement between STANFORD and RIGEL (the "Other Agreements") equal or exceed __________ [text omitted in original signature document] of Net Sales, STANFORD shall, upon request by RIGEL, meet with RIGEL to discuss an appropriate mechanism, if RIGEL's royalty obligations under this Agreement and the Other Agreements render further development and commercialization of License Products uneconomic. The parties will discuss in good faith appropriate adjustments to RIGEL's obligations under this Agreement... 6.5 RIGEL shall also pay to STANFORD ______________ [text omitted in original signature document] upon the issuance of the first patent included in the Licensed Patents. 6.6 Within thirty (30) days after the license granted under the Licensed Patents pursuant to Section 3.1 becomes non-exclusive pursuant to Sections 3.3, 5.2 or 5.3, STANFORD shall provide to RIGEL a written summary of all non-confidential material terms of any other license agreements with third parties relating to the Licensed Technology. STANFORD shall use reasonable efforts to obtain consent of any such third parties to disclose such material terms or at least a general description of the economic terms of such other license agreements to RIGEL. Within thirty (30) days after receiving such summary, RIGEL shall elect one of the following options by written notice to STANFORD: (a) to allow this Agreement to continue in full force and effect, except that the minimum annual royalties due to STANFORD pursuant to Section 6.2 shall be reduced by fifty percent (50%); or [ * ] = 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.or (b) to modify the terms of this Agreement to include terms no less favorable to RIGEL than those STANFORD then provides to third party licensees of the Licensed Technology.

Payments and Royalties. 6.1 RIGEL shall upon 3.1 In consideration of the licenses and rights of ownership granted and to be granted hereunder, HGS will pay to DYAX within ************* of the Effective DateDate *************. HGS Therapeutic Products 3.2 Subject to Paragraphs 3.4 and 3.11, for each COLLABORATION PRODUCT or NON-COLLABORATION PRODUCT which is sold in the THERAPEUTIC FIELD, HGS shall pay to DYAX the following royalties and milestone payments *************: Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. (e) a royalty ************* of such COLLABORATION PRODUCT or NON-COLLABORATION PRODUCT sold by HGS or its AFFILIATES. *************. 3.3 Subject to Paragraphs 3.4 and 3.11, if HGS outlicenses a COLLABORATION PRODUCT or NON-COLLABORATION PRODUCT to a THIRD PARTY for sale in the THERAPEUTIC FIELD, HGS shall pay to DYAX, in lieu of milestones and royalties, the following: (a) NET REVENUE received by HGS from such outlicense, if the product is outlicensed prior to payment of the milestone owed pursuant to Paragraph 3.2(a); (b) NET REVENUE received by HGS from such outlicense, if the product is outlicensed after payment of the milestone owed pursuant to Paragraph 3.2(a), but prior to payment of the milestone owed pursuant to Paragraph 3.2(b); (c) NET REVENUE received by HGS from such outlicense, if the product is outlicensed after payment of the milestone owed pursuant to Paragraph 3.2(b). 3.4 HGS In Vitro Diagnostic and Research Reagent Products 3.5 Subject to Paragraph 3.11, for each COLLABORATION PRODUCT or NON-COLLABORATION PRODUCT which is sold by HGS or its AFFILIATES in the DIAGNOSTIC FIELD or the RESEARCH REAGENT FIELD, HGS shall pay to STANFORD DYAX the following royalty: (a) a noncreditable, nonrefundable license issue royalty of __________************* of NET SALES of such COLLABORATION PRODUCT or NON-COLLABORATION PRODUCT sold by HGS or its AFFILIATES. No milestones shall be owed on such products. Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. 3.6 Subject to Paragraph 3.11, if HGS outlicenses a COLLABORATION PRODUCT or NON-COLLABORATION PRODUCT to a THIRD PARTY for sale in the DIAGNOSTIC FIELD or the RESEARCH REAGENT FIELD, HGS shall pay to DYAX, in lieu of the royalty set forth in Paragraph 3.5, the following: (a) the portion of NET REVENUES received by HGS from such outlicense, which portion is attributable to the product outlicensed. *************. HGS Non-Dyax Products 3.7 Subject to Paragraphs 3.8 and 3.12, for each NON-DYAX PRODUCT which is sold by HGS, its AFFILIATES or its licensees, HGS shall pay to DYAX the following royalty: (a) a royalty of ************* NET SALES of such NON-DYAX PRODUCT sold by HGS, its AFFILIATES or its licensees in the THERAPEUTIC FIELD; and (b) issue to STANFORD ___________________ Stock pursuant to a stock purchase agreement to be separately executed royalty of ************* NET SALES of such NON-DYAX PRODUCT sold by HGS, its AFFILIATES or its licensees in the partiesDIAGNOSTIC FIELD or the RESEARCH REAGENT FIELD. 6.2 3.8 DYAX Products in the Imaging Field 3.9 Subject to Section 6.6Paragraph 3.13, RIGEL also agrees to pay for each COLLABORATION PRODUCT which is sold by DYAX or its AFFILIATES in the following minimum annual royalties to STANFORD within thirty (30) days after the occurrence of each date below: Anniversary of Effective Date Minimum Annual Royalty Due ----------------------------- -------------------------- First and Second _________ Third through Fifth _________ Sixth and Thereafter _________ These minimum annual royalty payments are nonrefundableIMAGING FIELD, but they are creditable against earned royalties due to Stanford pursuant to Section 6.4. In addition, the minimum annual royalties set forth in this Section 6.2 shall be reduced by fifty percent (50%) if STANFORD abandons all patent applications from which Licensed Patents could issue prior to the time that any Licensed Patents issue. [ * ] = 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. 6.3 RIGEL also agrees to pay to STANFORD upon the occurrence of the following events, the following amounts: Event Milestones ----- ---------- Earlier of the execution of the first sublicense ____________ by Rigel under the Licensed Technology or 18 months after the Effective Date Earlier of the execution of the second sublicense ____________ by Rigel under the Licensed Technology or 48 months after the Effective Date Earlier of the execution of the third sublicense ____________ by Rigel under the Licensed Technology or 78 months after the Effective Date Execution of any additional sublicenses by Rigel ____________ after payment of all of the foregoing milestones 6.4 RIGEL DYAX shall pay to STANFORD earned royalties of ___________ of Net Sales during the Exclusivity Term. Should total earned royalties due on Licensed Products to STANFORD under this Agreement and any other agreement between STANFORD and RIGEL (the "Other Agreements") equal or exceed __________ of Net Sales, STANFORD shall, upon request by RIGEL, meet with RIGEL to discuss an appropriate mechanism, if RIGEL's royalty obligations under this Agreement and the Other Agreements render further development and commercialization of License Products uneconomic. The parties will discuss in good faith appropriate adjustments to RIGEL's obligations under this Agreement.. 6.5 RIGEL shall also pay to STANFORD ______________ upon the issuance of the first patent included in the Licensed Patents. 6.6 Within thirty (30) days after the license granted under the Licensed Patents pursuant to Section 3.1 becomes non-exclusive pursuant to Sections 3.3, 5.2 or 5.3, STANFORD shall provide to RIGEL a written summary of all non-confidential material terms of any other license agreements with third parties relating to the Licensed Technology. STANFORD shall use reasonable efforts to obtain consent of any such third parties to disclose such material terms or at least a general description of the economic terms of such other license agreements to RIGEL. Within thirty (30) days after receiving such summary, RIGEL shall elect one of HGS the following options by written notice to STANFORDroyalty: (a) to allow this Agreement to continue in full force and effect, except that the minimum annual royalties due to STANFORD pursuant to Section 6.2 a royalty of ************* NET SALES of such COLLABORATION PRODUCT sold by DYAX or its AFFILIATES. No milestones shall be reduced by fifty percent (50%); or [ * ] = 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 AMENDEDowed on such products. (b) 3.10 Subject to modify Paragraph 3.13, if DYAX outlicenses a COLLABORATION PRODUCT to a THIRD PARTY for sale in the terms of this Agreement IMAGING FIELD, DYAX shall pay to include terms no less favorable to RIGEL than those STANFORD then provides to third party licensees HGS, in lieu of the Licensed Technologyroyalty set forth in Paragraph 3.5, the following: (a) NET REVENUES received by DYAX from such outlicense, which portion is attributable to the product outlicensed. *************.