Common use of ROYALTIES AND OTHER CONSIDERATION Clause in Contracts

ROYALTIES AND OTHER CONSIDERATION. (a) As additional consideration of the license granted to LICENSEE from ACT in Article 2 of this Agreement, LICENSEE shall pay to ACT a royalty equal to (i) 5% of the Net Sales received by LICENSEE and its AFFILIATES for all LICENSED PRODUCTS, LICENSED PROCESS or LICENSED SERVICE sold, performed, or leased by LICENSEE or any AFFILIATE, and (ii) 20% of all SUBLICENSE REVENUE received by LICENSEE and its AFFILIATES. The obligation of LICENSEE to pay royalties shall terminate (a) with respect to NET SALES and SUBLICENSE REVENUE arising in any country concurrently with the expiration or termination of the last applicable VALID CLAIM within the PATENT RIGHTS in such country in which the LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE is, (as applicable), performed, sold, leased, or manufactured, or in which the PATENT RIGHTS are licensed, and (b) in any and all cases when royalty payments to ACT by LICENSEE total Six Hundred Thousand Dollars (U.S.) ($600,000.00); provided, however, that such $600,000 of royalties shall be reduced to $200,000 if LICENSEE, at LICENSEE’S option, pays ACT $200,000 in cash within thirty (30) days after the execution of this Agreement in addition to the License fee payable under Section 5.1 (such that the License Fee, additional $200,000 payment, and potential future royalties will total $600,000). (b) No multiple royalties shall be payable on the basis that any LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE, its manufacture, use, lease, sale or performance are or shall be covered by (a) more than one patent or patent application within the PATENT RIGHTS, or (b) any other patent or know how under a license or sublicense from ACT. In the case of the use of patents or know how licensed or sublicensed by ACT under other agreements, LICENSEE and ACT’s other licensees or sublicensees shall have the right to credit against the royalties owing to ACT, under this Agreement and under such other license or sublicense agreements, any royalty payments received by ACT with respect to the sale or lease of any product or performance of any service (regardless of whether LICENSEE or another licensee or sublicensee of ACT patents or know how pays the royalty), such that in no event shall the total of royalty payments that are due to ACT in any royalty period under this Agreement and under such other license or sublicense agreements exceed the highest applicable royalty rate among this Agreement and such other license or sublicense agreements. By way of example only, if a product is produced by LICENSEE (alone or with a third party) and that product uses PATENT RIGHTS under this Agreement and patents licensed under a license or sublicense agreement between ACT and LICENSEE (or between ACT and the third party with whom LICENSEE is producing the product), (i) only one royalty would be paid to ACT on sales of the product, (ii) the royalty rate would be the higher of the royalty rate applicable under this Agreement or under ACT’s other license or sublicense agreement with LICENSEE or the third party, and (iii) the royalty payment (whether paid by LICENSEE or by the third party) will be credited toward royalties payable under this Agreement and under the other ACT license or sublicense agreement with LICENSEE or the third party for the sale of the product.

ROYALTIES AND OTHER CONSIDERATION. (a) As additional consideration of 4.1 For the rights, privileges and license granted to LICENSEE from ACT in Article 2 of this Agreementhereunder, LICENSEE the Company shall pay to ACT a royalty the Licensor as set forth below, and in accordance with the provisions of Articles 4.4 and 4.5, to the end of the term of the Patent Rights or until this License Agreement shall be terminated as hereinafter provided: 4.1.1 The Company shall pay to the Licensor non-refundable semi-annual royalties in an amount equal to six percent (i6%) 5% of Net Sales by the Company, or any Affiliate of the Company, of the Licensed Products or Licensed Processes covered by at least one issued and unexpired claim under the Patent Rights and three percent (3%) of Net Sales by the Company or any Affiliate of the Company covered by pending patent claims. 4.1.2 The Company shall pay to the Licensor semi-annual royalties in an amount equal to twenty two and one half percent (22.5%) of the royalties received by LICENSEE and the Company or its AFFILIATES for all LICENSED PRODUCTSAffiliate from sales by any sublicensee of Licensed Products or Licensed Processes. In addition, LICENSED PROCESS or LICENSED SERVICE sold, performed, or leased by LICENSEE or any AFFILIATE, and the Company shall pay to the Licensor fifteen percent (ii15%) 20% of all SUBLICENSE REVENUE sublicensing fees or other lump sum payments or other compensation received by LICENSEE the Company or an Affiliate from its sublicensees for the use, lease or sale of Licensed Products and its AFFILIATES. The obligation of LICENSEE to pay royalties shall terminate (a) with respect to NET SALES and SUBLICENSE REVENUE arising in any country concurrently with the expiration or termination of the last applicable VALID CLAIM within the PATENT RIGHTS in such country in which the LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE is, (as applicable), performed, sold, leased, or manufactured, or in which the PATENT RIGHTS are licensed, and (b) in any and all cases when royalty payments to ACT by LICENSEE total Six Hundred Thousand Dollars (U.S.) ($600,000.00)Licensed Processes; provided, however, that such $600,000 the Company shall pay to the Licensor fifty percent (50%) of royalties shall be reduced to $200,000 lump sum payments, if LICENSEEany, at LICENSEE’S option, pays ACT $200,000 in cash that are made within thirty six (306) days after months from the execution Execution of this Agreement in addition and received by the Company or its Affiliate; provided further, however, that no amounts shall be due and payable to the License fee payable under Section 5.1 Licensor pursuant to this paragraph 4.1.2 on account of (such that a) payments made to the License Fee, additional $200,000 payment, Company solely for bona fide research and potential future royalties will total $600,000). development (but which shall not include option or other similar fees/consideration for access to or rights to the Patent Rights or Know-how and (b) purchases of debt or equity securities of the Company. 4.2 On sales of Licensed Products by the Company to Affiliates or related parties which are end users of such Licensed Products the value of Net Sales attributed under this Article 4 shall be that which would have been received in an arms-length transaction, based on sales of like quantity and quality products at or about the time of such transaction. 4.3 No multiple royalties shall be payable on because the basis that any LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE, its manufacture, use, leaselease or sale of any Licensed Product or Licensed Process is, sale or performance are or shall be be, covered by (a) more than one patent valid and unexpired claim contained in the Patent Rights. In addition, royalties shall be paid for a Licensed Product or patent application within Licensed Process based upon only one of paragraphs 4.1.1 or 4.1.2 above (that is, royalties on direct sales of a Licensed Product or Licensed Process by the PATENT RIGHTSCompany or its Affiliates shall be based only on paragraph 4.1.1, while royalties on sales of a Licensed Product or (bLicensed Process by the Company's sublicensees shall be based only on paragraph 4.1.2, so as to avoid double counting). 4.4 In the event that a Licensed Product is sold in the form of a combination product containing one or more products or technologies which are themselves not a Licensed Product, the Net Sales for such combination product shall be calculated by multiplying the sales price of such combination product by the fraction A/(A+B) any where A is the invoice price of the Licensed Product or the Fair Market Value of the Licensed Product if sold to an Affiliate and B is the total invoice price of the other patent products or know how under a license technologies or sublicense the Fair Market Value of the other products or technologies if purchased from ACTan Affiliate. In the case of a combination product which includes one or more Licensed Products, the use Net Sales for such combination product upon which the royalty due to the Licensor is based shall not be less than the normal aggregate Net Sales for such Licensed Product. 4.5 Royalty payments shall be paid in United States dollars in New York, New York or at such other place as the Licensor may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes which the Company, its Affiliate or any sublicensee shall be required by law to withhold on remittance of patents the royalty payments shall be deducted from such royalty payment to the Licensor. The Company shall furnish the Licensor with the original copies of all official receipts for such taxes. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing at Citibank, N.A. in New York, New York on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 4.6 Royalties payable to the Licensor shall be paid quarterly within sixty (60) days from the end of the fiscal quarter. Each such payment shall be for unpaid royalties which accrued within or know how licensed or sublicensed by ACT under other agreementsprior to the Company's two most recently completed fiscal quarters. 4.7 Subject to the terms of this paragraph 4.7, LICENSEE and ACT’s other licensees or sublicensees the Company shall have pay to the right Licensor a non-refundable minimum annual royalty (the "Minimum Annual Royalty") equal to credit seventy-five thousand dollars ($75,000) per year. 4.7.1 The Minimum Annual Royalty shall be fully creditable against the royalties (a) any payments owing to ACTthe Licensor by the Company on account of any payments due and owing under this Article 4, which payments are earned by the Licensor in such year; (b) any payments in such year paid or payable under any CRADA and (c) any payments in such year paid or payable on account of Sponsored Research with any of the Co-owners. 4.7.2 Such minimum annual royalties shall be payable in accordance with paragraph 5. 1. Notwithstanding the provisions of the above paragraph 4.6, any payment required to be made to the Licensor to meet the Minimum Annual Royalty owed shall be due and payable within sixty (60) days from the end of each calendar year. 4.7.3 Notwithstanding anything else to the contrary, in the event that the Company is not granted access to the N.C.I. Clinical Data and pre-clinical data owned by N.I.H. relating to potential Licensed Products and Licensed Processes, then no Minimum Annual Royalty shall be due or payable to the Licensor until the calendar year in which the first Phase II clinical trial pursuant to a Company sponsored IND has commenced, thereafter, the Minimum Annual Royalty shall be reduced to thirty-seven thousand five hundred dollars ($37,500) until the First Commercial Sale. 4.8 The Company shall pay to the Licensor the following milestone payments which shall be credited against or deducted from royalties otherwise owed or which may in the future be owing payable to the Licensor on account of sublicensing royalties and/or lump sum payments received by the Company or its Affiliate from sublicensees pursuant to paragraph 4.1.2: 4.8.1 One hundred fifty thousand dollars ($150,000) as an up-front licensing fee, payable upon the earlier to occur of (a) receipt by the Company of the N.C.I. Clinical Data and pre-clinical data or (b) the date that is six (6) months from the Effective Date, in accordance with paragraph 5. 1. Any shares of Common Stock (as defined below) issued to the Licensor in satisfaction of the payment due pursuant to this paragraph 4.8.1 shall be priced at the closing price per share of the Common Stock for the ten (10) consecutive trading days preceding (i) the execution of this Agreement and under such other license (ii) the date on which payment is made, whichever is lower; 4.8.2 Seventy-five thousand dollars ($75,000) upon approval of the first Company sponsored IND for any Licensed Product with the United States Food and Drug Administration (FDA) or sublicense agreementsits foreign equivalent, payable in accordance with paragraph 5.1; 4.8.3 One hundred fifty thousand dollars ($150,000) upon the date of initiation of the first Company sponsored Phase III Clinical Trial in the United States for a Licensed Product, payable in accordance with paragraph 5.1; 4.8.4 Two hundred fifty thousand dollars ($250,000) upon the filing of the first Company sponsored New Drug Application ("NDA") for a Licensed Product with the United States FDA or its foreign equivalent, payable in accordance with paragraph 5.1; and 4.8.5 One-million five hundred thousand dollars ($1,500,000) upon the first final approval of a Company sponsored NDA for a Licensed Product by the United States FDA or its equivalent in any royalty payments received by ACT Foreign Major Market Country, payable in accordance with paragraph 5.1. 4.9 Notwithstanding anything in this Agreement to the contrary, no payment obligations shall be due with respect to the any sale or lease sublicense covering any Licensed Product or Licensed Process in a country if: 4.9.1 There are no issued Patent Rights underlying such Licensed Product in such country; or 4.9.2 To the extent that a patent application is pending, there is no claim within such patent application on which a royalty herein can reasonably be based which has been pending for less than seven (7) years since the initial filing date. 4.10 To the extent that the Company or any Affiliate of the Company is required, by order or judgement of any product or performance court to obtain in any jurisdiction any license from a third party in order to practice the rights purported to be granted to the Company by the Licensor hereunder under issued patents in such jurisdiction, then up to fifty percent (50%) of any service (regardless of whether LICENSEE or another licensee or sublicensee of ACT patents or know how pays the royalty)royalties payable under such license in such jurisdiction may be deducted from royalties otherwise payable to the Licensor hereunder, such provided that in no event shall the total of royalty payments that are due aggregate royalties payable to ACT the Licensor in any royalty semi-annual period under in such jurisdiction be reduced by more than fifty percent (50%) as a result of any such deduction, provided further that any excess deduction remaining as a result of such limitation may be carried forward to subsequent periods. 4.11 For a period of three (3) years from the date of execution of this Agreement the Company agrees to use its reasonable efforts to supply up to ten thousand dollars ($10,000) worth of O6 Benzyl guanine to the N.C.I. at the Company's expense and under calculated at the Company's cost. Any requirements of O6 Benzyl guanine on the part of the N.C.I. in excess of such other license or sublicense agreements exceed amount shall be provided to the highest applicable royalty rate among N.C.I. by the Company at the Company's cost. The Company's obligation to supply O6 Benzyl guanine to the N.C.I. shall terminate upon the earlier to occur of (a) five (5) years from the date of execution of this Agreement, (b) termination of this Agreement and such other license pursuant to Article 8 or sublicense agreements. By way of example only, if a product is produced by LICENSEE (alone or with a third party) and that product uses PATENT RIGHTS under this Agreement and patents licensed under a license or sublicense agreement between ACT and LICENSEE (or between ACT and the third party with whom LICENSEE is producing the product), (i) only one royalty would be paid to ACT on sales of the product, (iic) the royalty rate would be the higher establishment of the royalty rate applicable under a CRADA, which shall supersede this Agreement or under ACT’s other license or sublicense agreement with LICENSEE or the third party, and (iii) the royalty payment (whether paid by LICENSEE or by the third party) will be credited toward royalties payable under this Agreement and under the other ACT license or sublicense agreement with LICENSEE or the third party for the sale of the productparagraph 4.11.

ROYALTIES AND OTHER CONSIDERATION. (a) As additional consideration of the license granted to LICENSEE from ACT in Article 2 of this Agreement, LICENSEE shall pay to ACT a royalty equal to 8% of (i) 5% of the Net Sales received by LICENSEE and its AFFILIATES for all LICENSED PRODUCTS, LICENSED PROCESS or LICENSED SERVICE sold, performed, or leased by LICENSEE or any AFFILIATE, and (ii) 20% of all SUBLICENSE REVENUE Sublicense Revenue received by LICENSEE and its AFFILIATES. The obligation of LICENSEE to pay royalties shall terminate (a) with respect to NET SALES and SUBLICENSE REVENUE Sublicense Revenue arising in any country concurrently with the expiration or termination of the last applicable VALID CLAIM within the PATENT RIGHTS in such country in which the LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE is, (as applicable), performed, sold, leased, or manufactured, or in which the PATENT RIGHTS are licensed, and (b) in any and all cases when royalty payments to ACT by LICENSEE total Six Hundred Thousand One Million Dollars (U.S.) ($600,000.001,000,000.00); provided, however, that such $600,000 1,000,000 of royalties shall be reduced to $200,000 500,000 if LICENSEE, at LICENSEE’S option, pays ACT $200,000 250,000 in cash within thirty (30) days after the execution of this Agreement in addition to the License fee payable under Section 5.1 (such that the License Fee, additional $200,000 250,000 payment, and potential future royalties will total $600,0001,000,000). (b) No multiple royalties shall be payable on the basis that any LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE, its manufacture, use, lease, sale or performance are or shall be covered by (a) more than one patent or patent application within the PATENT RIGHTS, or (b) any other patent or know how under a license or sublicense from ACT. In the case of the use of patents or know how licensed or sublicensed by ACT under other agreements, LICENSEE and ACT’s other licensees or sublicensees shall have the right to credit against the royalties owing to ACT, under this Agreement and under such other license or sublicense agreements, any royalty payments received by ACT with respect to the sale or lease of any product or performance of any service (regardless of whether LICENSEE or another licensee or sublicensee of ACT patents or know how pays the royalty), such that in no event shall the total of royalty payments that are due to ACT in any royalty period under this Agreement and under such other license or sublicense agreements exceed the highest applicable royalty rate among this Agreement and such other license or sublicense agreements. By way of example only, if a product is produced by LICENSEE or LifeLine Cell Technology, LLC (alone or with a third party“LifeLine”) under that certain License, Product Production and Distribution Agreement among BioTime, Inc. (“BT”), LICENSEE, and LifeLine (the “LifeLine Agreement”), and that product uses PATENT RIGHTS under this Agreement and patents licensed under a license or sublicense agreement between ACT and LICENSEE (or between ACT and the third party with whom LICENSEE is producing the product)LifeLine, (i) only one royalty would be paid to ACT on sales of the product, (ii) the royalty rate would be the higher of the royalty rate applicable under this Agreement or under ACT’s other license or sublicense agreement with LICENSEE or the third partyLifeLine, and (iii) the royalty payment (whether paid by LICENSEE or by the third partyLifeLine) will be credited toward royalties payable under this Agreement and under the other ACT license or sublicense agreement with LICENSEE or the third party LifeLine for the sale of the product.

ROYALTIES AND OTHER CONSIDERATION. (a) 4.1 As additional consideration of for the license granted hereunder, on the Effective Date, the Company shall issue to LICENSEE from ACT Licensor a number of shares of common stock of the Company, par value $.001 per share (“Common Stock”) representing [*] percent ([*]%) of the outstanding shares of Common Stock of the Company, on a fully diluted basis, as of the Effective Date. Licensor agrees to execute such other documents and to provide such additional information as may be required by law to issue the Common Stock. 4.2 As further consideration for the license granted hereunder, the Company agrees to pay to Licensor the royalties set forth below, and in Article 2 accordance with the provisions of Articles 4.5 and 4.6, to the end of the term of the Patent Rights or until this Agreement, LICENSEE Agreement shall be terminated as hereinafter provided: 4.2.1 The Company shall pay to ACT a royalty Licensor non-refundable semi-annual royalties in an amount equal to [*] percent (i[*]%) 5% of Net Sales by the Company, or any Affiliate of the Company, of the commercialized Licensed Products or commercialized Licensed Processes covered by at least one issued and unexpired claim under the Patent Rights. 4.2.2 If the Licensed Product or Licensed Process is commercialized by a sublicensee, the Company shall insure that Licensor receives semi-annual royalties in an amount equal to [*] percent ([*]%) of the Net Sales received of such sublicensee covered by LICENSEE at least one issued and its AFFILIATES for all LICENSED PRODUCTSunexpired claim under the Patent Rights. Accordingly, LICENSED PROCESS or LICENSED SERVICE sold, performed, or leased by LICENSEE or any AFFILIATE, and (ii) 20% of all SUBLICENSE REVENUE received by LICENSEE and its AFFILIATES. The obligation of LICENSEE to pay royalties shall terminate (a) with respect to NET SALES and SUBLICENSE REVENUE arising in any country concurrently with the expiration or termination of the last applicable VALID CLAIM within the PATENT RIGHTS in such country in which the LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE is, (as applicable), performed, sold, leased, or manufactured, or in which the PATENT RIGHTS are licensed, and (b) in any and all cases when it is intended that royalty payments to ACT by LICENSEE total Six Hundred Thousand Dollars (U.S.) ($600,000.00); provided, however, that such $600,000 of royalties shall be reduced to $200,000 if LICENSEE, at LICENSEE’S option, pays ACT $200,000 in cash within thirty (30) days after the execution of this Agreement in addition due to the License fee payable under Section 5.1 (Licensor will be the same as if the Company had not sublicensed such that the License Fee, additional $200,000 payment, and potential future royalties will total $600,000)Licensed Product or Licensed Process. (b) 4.3 No multiple royalties shall be payable on because the basis that any LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE, its manufacture, use, leaselease or sale of any Licensed Product or Licensed Process is, sale or performance are or shall be be, covered by (a) more than one patent valid and unexpired claim contained in the Patent Rights. In addition, royalties shall be paid for a Licensed Product or patent application within Licensed Process based upon only one of paragraphs 4.2.1 or 4.2.2 above (that is, royalties on direct sales of a Licensed Product or Licensed Process by the PATENT RIGHTSCompany or its Affiliates shall be based only on paragraph 4.2.1, while royalties on sales of a Licensed Product or Licensed Process by the Company’s sublicensees shall be based only on paragraph 4.2.2, so as to avoid double counting). [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. 4.4 In the event that a Licensed Product is sold in the form of a combination product containing one or more products or technologies which are themselves not a Licensed Product, the Net Sales for such combination product shall be calculated by multiplying the sales price of such combination product by the fraction A/(A+B) where A is the invoice price of the Licensed Product or the fair market value of the Licensed Product if sold to an Affiliate (bif the Fair Market Value is greater than the invoice price) any and B is the total invoice price of the other patent products or know how under a license technologies or sublicense the Fair Market Value of the other products or technologies if purchased from ACTan Affiliate (if the Fair Market Value is greater than the invoice price). In the case of a combination product which includes one or more Licensed Products, the use Net Sales for such combination product upon which the royalty due to Licensor is based shall not be less than the normal aggregate Net Sales for such Licensed Product. 4.5 Royalty payments shall be paid in United States dollars at such place as Licensor may reasonably designate consistent with the laws and regulations controlling in the United States and if applicable in any foreign country. Any taxes which the Company, its Affiliate or any sublicensee shall be required by law to withhold on remittance of patents the royalty payments shall be deducted from such royalty payment to Licensor. The Company shall furnish Licensor with the original copies of all official receipts for such taxes. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing at Citibank, N.A. in New York, New York on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 4.6 Royalties payable to Licensor shall be paid semi-annually on or know how licensed before June 30 and December 31 of each calendar year. Each such payment shall be for unpaid royalties which accrued within or sublicensed by ACT under other agreementsprior to the Company’s two most recently completed fiscal quarters. 4.7 As further consideration for the license granted hereunder, LICENSEE the Company shall pay to Licensor the following milestone payments and ACT’s other licensees or sublicensees shall have the right to credit against the royalties owing to ACT, under licensing fee: 4.8.1 $[*] upon execution of this Agreement as a licensing fee 4.8.2 $[*] within fifteen (15) days of the first date on which the Company [*]; 4.8.3 $[*] within fifteen (15) days of the first date on which the Company [*]; 4.8.4 $[*] within fifteen (15) days of the first date on which (x) the [*] relating to a Licensed Product or (y) the Company’s first [*]. [*] Confidential treatment requested; certain information omitted and under filed separately with the SEC. 4.8.5 $[*] upon the first to occur of [*] for a Licensed Product or (y) a [*] (as applicable). 4.8.6 The Company shall also remit to Licensor (i) $[*] upon the [*] anniversary of the License Agreement; (ii) $[*] upon the [*] anniversary of the License Agreement; and (iii) $[*] upon each of the[ *] anniversaries of the Licensing Agreement (collectively the “Inventor Payments”). The Inventor Payments described in 4.8.6(i) and 4.8.6(ii) shall be payable in cash. The Inventor Payments described in 4.8.6(iii) (the payments to begin upon the [*] anniversary of the License Agreement) shall be payable in either cash or shares of Common Stock at the sole discretion of the Company if the Common Stock is publicly traded at the time each payment is due. If the Common Stock is not publicly traded at the time an Inventor Payment described in 4.8.6(iii) is due, then such other license or sublicense agreementsInventor Payment shall be made in cash. Notwithstanding anything in this Section 4.8, the foregoing milestone payments shall be applicable only to the first [*] Licensed Products developed by the Company. Additionally, in no event shall the Company be obligated to pay any royalty payments received by ACT Milestone Payment more than one time for each such Licensed Product. 4.9 No payment obligations shall be due with respect to the any sale or lease sublicense covering any Licensed Product in a country if there are no issued Patent Rights underlying such Licensed Product in such country. 4.10 To the extent that the Company or any Affiliate of the Company is required (i) in its sole discretion after appropriate legal analysis, or (ii) by order or judgment of any product or performance court in any jurisdiction, to obtain a license from a third party in order to practice the rights purported to be granted to the Company by Licensor hereunder under Patent Rights in such jurisdiction, then up to [*] percent ([*]%) of any service (regardless of whether LICENSEE or another licensee or sublicensee of ACT patents or know how pays the royalty)royalties payable under such license in such jurisdiction may be deducted from royalties otherwise payable to Licensor hereunder, such provided that in no event shall the total of royalty payments that are due aggregate royalties payable to ACT Licensor in any royalty semi-annual period under this Agreement and under in such other license or sublicense agreements exceed the highest applicable royalty rate among this Agreement and jurisdiction be reduced by more than [*] per cent ([*]%) as a result of any such other license or sublicense agreements. By way deduction, provided further that any excess deduction remaining as a result of example only, if a product is produced by LICENSEE (alone or with a third party) and that product uses PATENT RIGHTS under this Agreement and patents licensed under a license or sublicense agreement between ACT and LICENSEE (or between ACT and the third party with whom LICENSEE is producing the product), (i) only one royalty would such limitation may be paid carried forward to ACT on sales of the product, (ii) the royalty rate would be the higher of the royalty rate applicable under this Agreement or under ACT’s other license or sublicense agreement with LICENSEE or the third party, and (iii) the royalty payment (whether paid by LICENSEE or by the third party) will be credited toward royalties payable under this Agreement and under the other ACT license or sublicense agreement with LICENSEE or the third party for the sale of the productsubsequent periods.

ROYALTIES AND OTHER CONSIDERATION. (a) As additional consideration of the license granted to LICENSEE ES from ACT in Article 2 of this Agreement, LICENSEE ES shall pay to ACT a royalty equal to (i) 53.5% of the Net Sales received by LICENSEE ES and its AFFILIATES for all ROYALTY-BEARING LICENSED PRODUCTS, LICENSED PROCESS PRODUCTS or ROYALTY-BEARING LICENSED SERVICE sold, performed, or leased by LICENSEE ES or any AFFILIATE, and (ii) 20% of all SUBLICENSE REVENUE Sublicense Revenue (as defined in the Kirin License Agreement) received by LICENSEE ES and its AFFILIATES, provided that in o even shall ACT receive, on a country-by-country basis, less than 3.5% of the aggregate Net Sales of the Licensed Product or Licensed Service in a particular country where ES has sublicensed to a third party rights with respect to the Licensed Product or Licensed Service. The obligation of LICENSEE ES to pay royalties shall terminate (a) with respect to NET SALES and SUBLICENSE REVENUE Sublicense Revenue arising in any country concurrently with the expiration or termination of the last applicable VALID CLAIM within the PATENT RIGHTS in such country in which the ROYALTY-BEARING LICENSED PRODUCT, LICENSED PROCESS PRODUCT or ROYALTY-BEARING LICENSED SERVICE is, (as applicable), performed, is sold, leasedor May 9, or manufactured2016 if no such patents have issued by such date, or in which the PATENT RIGHTS are licensed, and (b) in any and all cases when royalty payments to ACT by LICENSEE total Six Hundred Thousand Dollars (U.S.) ($600,000.00); provided, however, that such $600,000 of royalties shall be reduced to $200,000 if LICENSEE, at LICENSEE’S option, pays ACT $200,000 in cash within thirty (30) days after the execution of this Agreement in addition to the License fee payable under Section 5.1 (such that the License Fee, additional $200,000 payment, and potential future royalties will total $600,000)whichever is longer. (b) ES shall receive a credit toward the payment of royalties due under this Section 4.3 in an amount equal to the payments, if any, made by ES under Section 4.2. Such credit shall be cumulative and shall carry over to each subsequent year if the amount of royalties payable to ACT under this Section 4.2 is less than the amount paid by ES under Section 4.2. (c) In the event that Licensee or any of its AFFILIATES or SUBLICENSEES is required to make, and actually does make, royalty payments to one or more third parties for a license to an issued patent or patents,(“Third Party Payments”) in order to make, have made, use, import, sell or offer for sale ROYALTY-BEARING LICENSED PRODUCTS or to perform ROYALTY-BEARING LICENSED SERVICES, in the absence of which such ROYALTY-BEARING LICENSED PRODUCT or ROYALTY-BEARING LICENSED SERVICE could not legally be used or sold or performed in such country, and the resulting aggregate royalty owed by ES or any of its AFFILIATES or SUBLICENSEES is 15% or greater, then, ES may reduce the royalties due ACT pursuant to Section 4.2(a) above for such ROYALTY-BEARING LICENSED PRODUCT or ROYALTY-BEARING LICENSED SERVICE on the same proportionate basis as all other third party royalties are reduced in the same royalty period. However, the royalty payments due ACT under Section 4.2(a) may never be reduced by more than fifty percent (50%) in any royalty period. (d) No multiple royalties shall be payable on the basis that any LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE, its manufacture, use, lease, sale or performance are or shall be covered by (ai) more than one patent or patent application within the PATENT RIGHTS, or (bii) any other patent or know how under a license or sublicense from ACT. In the case of the use of patents or know how licensed or sublicensed by ACT under other agreements, LICENSEE ES and ACT’s other licensees or sublicensees shall have the right to credit against the royalties owing to ACT, under this Agreement and under such other license or sublicense agreements, any royalty payments received by ACT with respect to the sale or lease of any product or performance of any service (regardless of whether LICENSEE ES or another licensee or sublicensee of ACT patents or know how pays the royalty), such that in no event shall the total of royalty payments that are due to ACT in any royalty period under this Agreement and under such other license or sublicense agreements exceed the highest applicable royalty rate among this Agreement and such other license or sublicense agreements. By way of example only, if a product is produced by LICENSEE ES (alone or with a third party) and that product uses PATENT RIGHTS under this Agreement and patents licensed under a license or sublicense agreement between ACT and LICENSEE ES (or between ACT and the third party with whom LICENSEE ES is producing the product), (i) only one royalty would be paid to ACT on sales of the product, (ii) the royalty rate would be the higher of the royalty rate applicable under this Agreement or under ACT’s other license or sublicense agreement with LICENSEE ES or the third party, and (iii) the royalty payment (whether paid by LICENSEE ES or by the third party) will be credited toward royalties payable under this Agreement and under the other ACT license or sublicense agreement with LICENSEE ES or the third party for the sale of the product.

ROYALTIES AND OTHER CONSIDERATION. 4.1 In consideration of the rights, privileges and license granted hereunder, the Company shall pay to the Licensor as set forth in, and in accordance with the provisions of, this Article 4 until termination or expiration of this Agreement pursuant to Article 7 hereof. 4.2 The Company shall pay to the Licensor and/or its representatives a non-refundable quarterly royalty in an amount equal to *** of Net Sales by the Company, or any Affiliate of the Company, of Licensed Products or Licensed Processes covered by at least one issued and unexpired claim under the Patent Rights. 4.3 The Company shall pay to the Licensor a non-refundable quarterly royalty in an amount equal to the lesser of (a) As additional consideration *** of the license granted to LICENSEE from ACT in Article 2 of this Agreement, LICENSEE shall pay to ACT a royalty equal to (i) 5% of the Net Sales royalties received by LICENSEE and Licensee or its AFFILIATES for all LICENSED PRODUCTS, LICENSED PROCESS Affiliate from sales by any sublicensee of Licensed Products or LICENSED SERVICE sold, performed, or leased by LICENSEE or any AFFILIATE, and (ii) 20% of all SUBLICENSE REVENUE received by LICENSEE and its AFFILIATES. The obligation of LICENSEE to pay royalties shall terminate (a) with respect to NET SALES and SUBLICENSE REVENUE arising in any country concurrently with the expiration or termination of the last applicable VALID CLAIM within the PATENT RIGHTS in such country in which the LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE is, (as applicable), performed, sold, leased, or manufactured, or in which the PATENT RIGHTS are licensed, Licensed Processes and (b) in *** of Net Sales by any and all cases when royalty payments to ACT by LICENSEE total Six Hundred Thousand Dollars (U.S.) ($600,000.00); providedsuch sublicensee. 4.4 In addition, however, that such $600,000 of royalties the Company shall be reduced to $200,000 if LICENSEE, at LICENSEE’S option, pays ACT $200,000 in cash within thirty (30) days after the execution of this Agreement in addition pay to the License fee payable under Section 5.1 Licensor *** of all lump-sum payments received by the Company or an Affiliate from its sublicensees for the use, lease or sale of Licensed Products and Licensed Processes, excluding (such that the License Fee, additional $200,000 payment, a) payments used or reimbursed for research and potential future royalties will total $600,000). development and (b) payments received from the issuance of debt or equity securities of the Company. 4.5 The Company agrees to pay to the Licensor the Milestone Payments set forth on Schedule C attached hereto, which shall be deducted from or credited against, as the case may be, payments made in accordance with section 4.4 above. 4.6 On each anniversary of the Effective Date, the Company shall pay to the Licensor an annual fee in the following amounts which shall be fully creditable against Milestones 2 through 5 as set forth on Schedule C attached hereto: (a) Year 1 - *** (b) Year 2 - *** (c) Year 3 - *** (d) Year 4 and thereafter - ***. 4.7 On sales of Licensed Products by the Company to Affiliates or related parties that are end users of such Licensed Products, the value of Net Sales attributed under this Article 4 shall be that which would have been received in an arms-length transaction, based on sales of like quantity and quality products at or about the time of such transaction. 4.8 No multiple royalties shall be payable on because the basis that any LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE, its manufacture, use, leaselease or sale of any Licensed Product or Licensed Process is, sale or performance are or shall be be, covered by (a) more than one patent valid and unexpired claim contained in the Patent Rights. In addition, royalties shall be paid for a Licensed Product or patent application within Licensed Process based upon only one of paragraphs 4.2 or 4.3 above (that is, royalties on direct sales of a Licensed Product or Licensed Process by the PATENT RIGHTSCompany or its Affiliates shall be based only on paragraph 4.2, while royalties on sales of a Licensed Product or (b) any other patent Licensed Process by the Company's sublicensees shall be based only on paragraph 4.3, so as to avoid double counting). 4.9 In the event that a Licensed Product is sold in the form of a combination product containing one or know how under more products or technologies that are themselves not a license or sublicense from ACTLicensed Product, the Net Sales for such combination product shall be calculated by multiplying ***. In the case of a combination product which includes one or more Licensed Products, the use of patents Net Sales for such combination product upon which the royalty due to the Licensor is based shall not be less than the normal aggregate Net Sales for such Licensed Product. 4.10 Royalty payments shall be paid in United States dollars in New York, New York or know how licensed or sublicensed by ACT under other agreements, LICENSEE and ACT’s other licensees or sublicensees shall have the right to credit against the royalties owing to ACT, under this Agreement and under at such other license place as the Licensor may reasonably designate consistent with the laws and regulations controlling in any foreign country. Any withholding taxes that the Company, its Affiliate or sublicense agreements, any sublicensee shall be required by law to withhold on remittance of the royalty payments received shall be deducted from such royalty payment to the Licensor. The Company shall furnish the Licensor with the original copies of all official receipts for such taxes. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by ACT using the exchange rate prevailing at Citibank, N.A. in New York, New York on the last business day of the calendar quarterly reporting period to which such royalty payments relate. The Company will reasonably cooperate with the Licensor in the Licensor's effort to avoid a double taxation, provided however that the Company shall not be required to pay any sums to or on behalf of the Licensor pursuant to this section 4.10. Such assistance shall not be interpreted to include the assistance or cooperation by the Company in any illegal activity or tax evasion by the Licensor. 4.11 Royalties payable to the Licensor shall be paid quarterly on or before forty-five (45) days from the end of each such calendar quarter. Each quarterly payment shall be for unpaid royalties that accrued within or prior to the Company's two most recently completed fiscal quarters. 4.12 Payment obligations shall be due with respect to the any sale or lease sublicense covering any Licensed Product in the Territory 4.13 To the extent that the Company or any Affiliate of the Company is required, by order or judgement of any product court to obtain in any jurisdiction any license from a third party in order to make, use or performance sell any Licensed Product or Licensed Process, then up to *** of any service (regardless of whether LICENSEE the royalties payable hereunder with respect to such Licensed Product or another licensee or sublicensee of ACT patents or know how pays Licensed Process in such jurisdiction may be deducted from royalties otherwise payable to the royalty)Licensor hereunder, such provided that in no event shall the total of royalty payments that are due aggregate royalties payable to ACT the Licensor in any royalty quarterly period under this Agreement in such jurisdiction be reduced by more than *** as a result of such deduction, and under provided further that any excess deduction remaining as a result of such other license limitation may be carried forward to subsequent periods. 4.14 In the event that the Licensor or sublicense agreements exceed any sublicensee registers, makes, has made, uses, leases, markets and/or sells any product in Germany, Switzerland, Greece, Sweden, Norway, Finland, Denmark, the highest applicable royalty rate among this Agreement United Kingdom, Ireland, France and/or Benelux, which incorporates information or know-how provided to the Licensor by the Company pursuant to paragraph 5.1 hereof, then the Licensor shall pay to the Company royalties in an amount equal to *** of Net Sales by the Licensor or any such sublicensee and *** of any lump-sum payments received by the Licensor from such other license or sublicense agreementssublicensee. By way Notwithstanding the foregoing, any novel indication (which is defined as any indication different from intraperitoneal dialysis and not included in the Field of example only, if a product is produced Use and/or in the Field of Not Novel Indications) discovered by LICENSEE the Company shall be and remain the property of the Company for which it shall have exclusive world-wide rights to such indication. (alone or a) In the event that the Company develops proprietary information and data including but not limited to pre-clinical studies and clinical studies with a third party) and that product uses PATENT RIGHTS under this Agreement and patents licensed under a license or sublicense agreement between ACT and LICENSEE applications outside the Field of Use and/or in the Field of Not Novel Indications (or between ACT and the third party with whom LICENSEE is producing the product"Company Proprietary Information"), (i) only one royalty would the Licensor shall be paid entitled to ACT on sales use the Company Proprietary Information within the Field of Use and/or in the Field of Not Novel Indications and outside the Territory but excluding those territories referred to in Section 4.14 above. In consideration for the use of the productCompany Proprietary Information, (ii) the royalty rate would be Licensor shall pay the higher Company a fee in U.S. dollars equal to *** of the royalty rate applicable under this Agreement or under ACT’s other license or sublicense agreement with LICENSEE or the third partyCompany's expenses actually incurred for such information and data development, and (iii) the royalty payment (whether paid by LICENSEE or payable upon delivery thereof by the third partyCompany to the Licensor. The Licensor shall not be entitled to sublicense, assign, transfer, market or commercially exploit the Company Proprietary Information. The provisions of this section 4.15, shall not limit the Company's right to receive royalties pursuant to Section 4.14 above. (b) will be credited toward royalties payable under this Agreement In the event that the Licensor discovers and under develops novel indications outside the other ACT license or sublicense agreement with LICENSEE or Field of Use and/or in the third party Field of Not Novel Indications but including the field of interperitoneal dialysis, the Licensor may have the option to purchase any relevant Company Proprietary Information relating thereto. In consideration for the sale use of the productCompany Proprietary Information, the Licensor shall pay the Company a fee in U.S. dollars equal to *** of the Company's expenses actually incurred for such information and data development, payable upon delivery thereof by the Company to the Licensor.

ROYALTIES AND OTHER CONSIDERATION. (a) As additional consideration of for the license licenses granted to LICENSEE BioTime from ACT USCN in Article 2 of this Agreement, LICENSEE BioTime shall pay to ACT USCN a royalty equal to (i) 5% to[*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]% of the Net Sales received by LICENSEE BioTime and its AFFILIATES for all LICENSED PRODUCTS, LICENSED PROCESS or LICENSED SERVICE PRODUCTS sold, performed, or leased by LICENSEE BioTime or any AFFILIATE, and (ii) 20% of all SUBLICENSE REVENUE received by LICENSEE and its AFFILIATES. The obligation of LICENSEE to pay royalties shall terminate (a) with respect to NET SALES and SUBLICENSE REVENUE arising in any country concurrently with the expiration or termination of the last applicable VALID CLAIM within the PATENT RIGHTS in such country in which the LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE is, (as applicable), performed, sold, leased, or manufactured, or in which the PATENT RIGHTS are licensed, and (b) in any and all cases when royalty payments to ACT by LICENSEE total Six Hundred Thousand Dollars (U.S.) ($600,000.00); provided, however, that such $600,000 of royalties shall be reduced to $200,000 if LICENSEE, at LICENSEE’S option, pays ACT $200,000 in cash within thirty (30) days after the execution of this Agreement in addition to the License fee payable under Section 5.1 (such that the License Fee, additional $200,000 payment, and potential future royalties will total $600,000). (b) No multiple royalties shall be payable on the basis that any LICENSED PRODUCT, LICENSED PROCESS or LICENSED SERVICE, its manufacture, use, lease, sale or performance are is or shall be covered by (a) more than one patent or patent application within the PATENT RIGHTS, or . (bc) any other patent or know how under a license or sublicense from ACT. In the case of If the use of patents PATENT RIGHTS or know how licensed LICENSED TECHNOLOGY, or sublicensed by ACT under other agreementsthe use, LICENSEE and ACT’s other licensees manufacture, production, distribution, or sublicensees shall have sale of LICENSED MATERIALS or a LICENSED PRODUCT, within the right FIELD OF USE would infringe a patent issued to credit against the royalties owing to ACT, under this Agreement and under such other license or sublicense agreements, any royalty payments received by ACT with respect to the sale or lease of any product or performance of any service (regardless of whether LICENSEE or another licensee or sublicensee of ACT patents or know how pays the royalty), such that in no event shall the total of royalty payments that are due to ACT in any royalty period under this Agreement and under such other license or sublicense agreements exceed the highest applicable royalty rate among this Agreement and such other license or sublicense agreements. By way of example only, if a product is produced by LICENSEE (alone or with a third party) , or if a third party alleges such infringement, and that product uses PATENT RIGHTS under this Agreement after negotiation with such third party a royalty bearing license to use the third party’s patent is required to eliminate or avoid such infringement or claim of infringement or to settle any lawsuit or other proceeding alleging patent infringement, then BioTime and patents licensed under a license any AFFILIATE or sublicense agreement between ACT and LICENSEE (or between ACT and sublicensee may deduct the royalties paid to the third party with whom LICENSEE is producing from the product)royalties payable to USCN pursuant to this Agreement up to, but not more than, fifty percent (i50%) only one royalty would be paid to ACT on sales of the product, (ii) the royalty rate would be the higher of the royalty rate applicable royalties otherwise payable to USCN under this Agreement or under ACT’s other Agreement. Before entering into any such royalty bearing license or sublicense agreement with LICENSEE or the third party, BioTime shall seek the opinion of legal counsel mutually acceptable to both BioTime and (iii) USCN as to whether the royalty payment (whether paid by LICENSEE use of PATENT RIGHTS or by LICENSED TECHNOLOGY, or the use, manufacture, production, distribution, or sale of LICENSED MATERIALS or a LICENSED PRODUCT, within the FIELD OF USE would infringe the patent issued to the third party) will be credited toward royalties payable under this Agreement and under the other ACT , but no such opinion shall preclude BioTime or its AFFILIATES from entering into a royalty bearing license or sublicense agreement with LICENSEE or the such third party for the sale in settlement of the productany lawsuit or other proceeding alleging patent infringement.