Common use of Payments and Royalties Clause in Contracts

Payments and Royalties. 4.1 On the Effective Date, VGI will issue to VICAL shares of VGI's Series B Preferred Stock in such amount, and subject to the terms, as described in the Investment Agreement. 4.2 Subject to Section 4.3, for each LICENSED PRODUCT, VGI shall pay to VICAL a royalty of *** of NET SALES of the LICENSED PRODUCT sold by VGI, its (sub)licensees and their respective AFFILIATES. 4.3 VGI acknowledges that the LICENSED INTELLECTUAL PROPERTY hereunder is a mix of various types of intellectual property, including patent rights and know-how. Accordingly, even in the event one or more VICAL PATENTS or other LICENSED INTELLECTUAL PROPERTY is declared void or not enforceable, or otherwise expires ____________ *** Confidential material redacted and separately filed with the Commission. VGI shall continue to have royalty obligations under the terms of this Agreement; provided, however, in such case, and except as otherwise set forth below in this Section 4.3, such royalty obligations will cease in the event all information transferred hereunder is finally determined by a court of competent jurisdiction after exhaustion of all appeals to be dedicated to the public domain. Notwithstanding the foregoing provisions, however, all royalty obligations under Section 4.2, with respect to a LICENSED PRODUCT, shall terminate on a country-by-country basis and on a LICENSED PRODUCT by LICENSED PRODUCT basis on the later of (i) *** after first country-wide launch of such LICENSED PRODUCT in such country or (ii) expiration of the last to expire VICAL PATENT licensed to VGI under this Agreement which covers the making, having made, importing, exporting, offering to sell or using or selling of such LICENSED PRODUCT in such country. 4.4 The manner in which statements and remittances of royalty and other payments are handled is as set forth in Article 9 hereof. 4.5 All payments to be made hereunder shall be by wire transfer of immediately available funds to an account designated by VICAL.

Payments and Royalties. 4.1 On In consideration for the Effective Daterights granted in this Agreement, VGI VTAL shall pay PDx the following sums in the following manner. A. The one-time sum of $750,000, payable as follows: $500,000 will issue be paid on the business day following the date that PDx delivers to VICAL shares VTAL copies of VGI's Series B Preferred Stock the following two agreements: (i) original signed and dated agreement with Wake Forest University (“WFU”) pursuant to which (i) WFU grants to PDx the license with right to sublicense certain of the patents listed in Exhibit A (“the License Agreement”), which License Agreement shall be in all material respects in the same form as the undated, unsigned form of agreement between such amountparties e-mailed by PDx’s counsel to VTAL’s counsel on August 13, 2001 and subject (ii) an agreement under which WFU and PDx agree that Patent Rights as defined in the License Agreement include all patents, patent applications, etc. listed in Exhibit A hereto and that Section 3 of the License Agreement authorizes PDx to grant third parties the right to grant further sublicenses. The balance of the $750,000 will be due on the first and second anniversary dates of the Agreement in the amount of $125,000 and $125,000, respectively, plus interest accrued from the date hereof through the date of payment at 8% per annum. VTAL may prepay in whole or in part such balance without premium or penalty. It is agreed and understood that the $500,000 payment at the signing of the Agreement will be in compensation for , among the other rights and licenses set forth herein, VTAL’s right, after the Agreement is signed, to retrofit any Vitrea Products now or hereafter (but on or before August 31, 2001) installed which do not contain a CT Endoscopy Application developed by or for VTAL after the date hereof with a version of the Vitrea Productthat includes a CT Endoscopy Application developed by or for VTAL after the date hereof without the obligation to make any payment pursuant to Section 4.B, but without prejudice to the terms, as described payment obligation set forth in the Investment Agreement.Section 4.D. 4.2 B. Subject to Section 4.34.A, for each LICENSED PRODUCT, VGI shall pay to VICAL a royalty period of *** of NET SALES of the LICENSED PRODUCT sold by VGI, its (sub)licensees and their respective AFFILIATES. 4.3 VGI acknowledges that the LICENSED INTELLECTUAL PROPERTY hereunder is a mix of various types of intellectual property, including patent rights and know-how. Accordingly, even in the event one or more VICAL PATENTS or other LICENSED INTELLECTUAL PROPERTY is declared void or not enforceable, or otherwise expires ____) years, beginning with the date of this Agreement, VTAL will pay PDx a royalty of $________ *** Confidential material redacted for each grant of a license to a Vitrea Product by VTAL when and separately filed as a CT Endoscopy Application developed by or for VTAL after the date hereof is also licensed by VTAL for use with such Vitrea Product (recognizing that such CT Endoscopy Application may, but is not required to be, integrated into such Vitrea Product); provided that no royalty is due under this Section 4.B if a royalty is paid under Section 4.C with respect to the same product. C. For a period of (____) years, beginning with the Commission. VGI date of the Agreement, VTAL will pay PDx a royalty of $_______ for each grant of a license by VTAL to a VC Appliance. D. For all licenses of a Vitrea Product in excess of ______ that VTAL sells between December 1, 2000 and August 31, 2001 and with respect to which no royalty is due under Sections 4.B or 4.C hereof , VTAL will pay PDx the sum of $______. E. Notwithstanding any other term hereof, no royalty shall continue be due under Section 4.B, 4.C or 4.D with respect to have royalty obligations under the terms of this Agreement; provided, however, in such case, and except as otherwise set forth below in this Section 4.3any license grant for which VTAL receives no monetary consideration, such royalty obligations will cease as license grants for demonstration and marketing purposes. F. Unless otherwise agreed to in writing by the event all information transferred hereunder is finally determined by a court of competent jurisdiction after exhaustion of all appeals to be dedicated to the public domain. Notwithstanding the foregoing provisions, howeverparties, all royalty obligations under Section 4.2, payments called for in this Agreement shall be paid within sixty (60) days of the end of the quarter in which VTAL recognizes in accordance with respect Generally Accepted Auditing Principles (GAAP) the revenue from the sale of the subject license to a LICENSED PRODUCT, shall terminate on a country-by-country basis and on a LICENSED PRODUCT by LICENSED PRODUCT basis on the later of (i) *** after first country-wide launch of such LICENSED PRODUCT in such country or (ii) expiration of the last to expire VICAL PATENT licensed to VGI under this Agreement which covers the making, having made, importing, exporting, offering to sell or using or selling of such LICENSED PRODUCT in such countrythird party. 4.4 The manner in which statements and remittances of royalty and other payments are handled is as set forth in Article 9 hereof. 4.5 All payments to be made hereunder shall be by wire transfer of immediately available funds to an account designated by VICAL.

Payments and Royalties. 4.1 In consideration of the license rights granted to CIO under Section 2, CIO shall make the following payments to CDS: 3.1 On the Effective Datedate of this Agreement, VGI will issue to VICAL shares of VGI's Series B Preferred Stock in such amount, and subject to the terms, as described CIO shall pay CDS an initial license fee in the Investment Agreementamount of one million, nine hundred thousand dollars ($1,900,000) as a one-time license fee; provided, however, that one-half of such payment shall automatically convert into an advance payment of royalties, which shall be fully creditable against any earned royalties that would otherwise become payable hereunder, if at (or before) the time CIO obtains regulatory approval to market its first Licensed Product in the United States, the United States Patent and Trademark Office has not issued a patent from U.S. Patent Application Serial Number 07/658,695, which patent shall contain claims substantially the same as those set forth in Exhibit 3.1. 4.2 Subject to Section 4.3, for each LICENSED PRODUCT, VGI 3.2 CIO shall pay to VICAL CDS a royalty of *** of NET SALES equal to a percentage, as set forth below, of the LICENSED PRODUCT sold cumulative Net Sales of each licensed Product by VGICIO and .its Affiliates and sublicensees: [*] of Net Sales for the first [*] of Net Sales of the relevant Licensed Product; [*] of Net Sales of such Licensed Product for the next [*] in Net Sales of the relevant Licensed Product; and [*] of Net Sales of such Licensed Product on all Net Sales of such Licensed Product after [*] in Net Sales for such Licensed Product have been achieved. For purposes of determining the applicable royalty rate, Net Sales of CIO and its (sub)licensees Affiliates and their respective AFFILIATESsublicensees shall be aggregated, and cumulated from the commencement of sales of each product, on a worldwide, product-by-product basis, and all product dosage forms, formulations, clinical indications and applications based on a particular principal active ingredient shall be considered a single Licensed Product for such purpose. Such royalty payment obligations shall be subject to credits and adjustments as set forth in this Agreement, and all credits shall be carried forward until fully utilized. 4.3 VGI acknowledges that the LICENSED INTELLECTUAL PROPERTY hereunder is a mix of various types of intellectual property, including patent rights and know-how. Accordingly, even in the event one or more VICAL PATENTS or other LICENSED INTELLECTUAL PROPERTY is declared void or not enforceable, or otherwise expires ____________ *** Confidential material redacted and separately filed with the Commission. VGI 3.3 CIO shall continue also pay to have CDS any royalty obligations amounts owing from CDS to UKRF under the terms UKRF License with respect to sales of Licensed Products under this Agreement; provided, however, that such payments shall in such caseno event exceed [*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and except as otherwise set forth below in this Section 4.3MARKED BY BRACKETED ASTERISKS HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, such royalty obligations will cease in the event all information transferred hereunder is finally determined by a court AS AMENDED. [*] of competent jurisdiction after exhaustion of all appeals to be dedicated to the public domainNet Sales. Notwithstanding the foregoing provisionsforegoing, howeverif UKRF shall deliver a notice of nonpayment of royalties pursuant to Section 7.2 of the UKRF License, all CIO shall have the right to make such payments directly to UKRF until such time as CIO shall be reasonably satisfied with CDS' ability to pay. 3.4 If at any time during the term of this Agreement, one or more competitors introduce in any country a product that competes with a Licensed Product and uses a control delivery system substantially similar to that used in the Licensed Products, then the parties shall promptly negotiate an equitable adjustment to the royalty obligations under Section 4.2, with respect to a LICENSED PRODUCT, shall terminate rate on a country-by-country basis and on a LICENSED PRODUCT by LICENSED PRODUCT basis on the later of (i) *** after first country-wide launch Net Sales of such LICENSED PRODUCT Licensed Product in such country or (ii) expiration of that country. In determining the last to expire VICAL PATENT licensed to VGI appropriate royalty adjustment under this Agreement Section 3.4, the parties shall take into account the extent to which covers royalties have been adjusted as to the making, having made, importing, exporting, offering same Licensed Product in the same country pursuant to sell or using or selling the provisions of such LICENSED PRODUCT in such countrySection 6. 4.4 The manner in which statements and remittances of royalty and other payments are handled is as set forth in Article 9 hereof. 4.5 All payments to be made hereunder shall be by wire transfer of immediately available funds to an account designated by VICAL.

Payments and Royalties. 4.1 On the Effective Date, VGI will issue to VICAL shares of VGI's ’s Series B Preferred Stock in such amount, and subject to the terms, as described in the Investment Agreement. 4.2 Subject to Section 4.3, for each LICENSED PRODUCT, VGI shall pay to VICAL a royalty of *** 1 of NET SALES of the LICENSED PRODUCT sold by VGI, its (sub)licensees and their respective AFFILIATES. 4.3 VGI acknowledges that the LICENSED INTELLECTUAL PROPERTY hereunder is a mix of various types of intellectual property, including patent rights and know-how. Accordingly, even in the event one or more VICAL PATENTS or other LICENSED INTELLECTUAL PROPERTY is declared void or not enforceable, or otherwise expires ____________ *** Confidential material redacted and separately filed with the Commission. VGI shall continue to have royalty obligations under the terms of this Agreement; provided, however, in such case, and except as otherwise set forth below in this Section 4.3, such royalty obligations will cease in the event all information transferred 1 “**” indicates redacted confidential information pursuant to a confidential treatment request filed with the SEC. hereunder is finally determined by a court of competent jurisdiction after exhaustion of all appeals to be dedicated to the public domain. Notwithstanding the foregoing provisions, however, all royalty obligations under Section 4.2, with respect to a LICENSED PRODUCT, shall terminate on a country-by-country basis and on a LICENSED PRODUCT by LICENSED PRODUCT basis on the later of (i) *** seven (7) years after first country-wide launch of such LICENSED PRODUCT in such country or (ii) expiration of the last to expire VICAL PATENT licensed to VGI under this Agreement which covers the making, having made, importing, exporting, offering to sell or using or selling of such LICENSED PRODUCT in such country. 4.4 The manner in which statements and remittances of royalty and other payments are handled is as set forth in Article 9 hereof. 4.5 All payments to be made hereunder shall be by wire transfer of immediately available funds to an account designated by VICAL.