Common use of Royalties and Other Payments Clause in Contracts

Royalties and Other Payments. 5.1 For the rights, privileges and exclusive licenses granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided until the end of the term of the last to expire Licensed Patent Right, unless this Agreement shall be sooner terminated as hereinafter provided: (a) A license issue fee of [**] Dollars ($[**]), which license issue fee shall be deemed earned on the date of the execution of this Agreement. (b) A License Maintenance Fee of [**] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days of the first anniversary of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) Licensee shall make the following milestone payments to CMCC upon the completion of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunder. (d) Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of more than one patent licensed under this Agreement. 5.4 To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due in respect of such third party patents or intellectual property, but only up to an amount equal to [**] percent ([**]%) of the Net Sales or share of Gross Compensation due hereunder for the same payment period. 5.5 For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights (“Patented Component”) and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 A. For the rights, privileges and exclusive licenses license granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided until provided. Unless expressly stated otherwise in this Agreement, periodic payment obligations listed below shall endure through the end Term of the term of the last to expire Licensed Patent Rightthis Agreement, unless this Agreement shall be sooner terminated as hereinafter provided:. 1. A license amendment fee of [* * *], and such fee is due within thirty (a30) A days after the Effective Date of this Agreement. 2. As of the Effective Date Licensee has paid in full the license issue fee of [**] Dollars ($[** * *]), which license issue fee shall be was deemed earned on and due within thirty (30) days of the effective date of the execution of this Original Agreement. (b) A License Maintenance Fee of [**] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days of the first anniversary of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) 3. Licensee shall make the following milestone one-time payments to CMCC upon in connection with the completion first occurrence of the following events by Licensee (“Licensee Milestones”): (ia) Payment of [** * *] Dollars ($upon the [**]) upon [** * *] by Licensee, but not more than one payment shall be required for each Licensed Product Licensee or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand Dollars ($[**]) upon [**] any Sublicensee with respect to a Licensed Product or a Licensed Process.Product; (iiib) The [* * *] upon the [* * *] by Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in or any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, Sublicensee with respect to such other a Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided howeverand (c) [* * *] upon the [* * *] of a Licensed Product. Licensee will promptly notify CMCC in writing of the achievement of any of the foregoing Milestones by Licensee or any of its Sublicensees, that if and will require its Sublicensees to provide it with prompt written notice upon their achievement of any of the foregoing Milestones. CMCC may invoice Licensee does at some time in for the future develop applicable Milestone payment after receipt of such canceled productnotice, then appropriate and prompt adjustment with respect to milestone payments Licensee shall be made hereunderpay such invoice within forty-five (45) days after its receipt thereof. (d) Running B. During the Term, Licensee shall pay CMCC running royalties on a country-by-country basis in an amount equal to [** * *] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived used, leased or sold by and/or for Licensee (including its Affiliates) or any Sublicensees (“Running Royalties”); provided, however, to the extent that a license or licenses is required by Licensee to third party patents or other intellectual property (i) in order to practice the Patent Rights, or (ii) in order to manufacture or sell Licensed Products without such activities (as described in clause (i) or (ii) of this sentence) resulting in the infringement of such third party intellectual property, Licensee may, for each such required license, deduct from a new chemical entity disclosed by the Running Royalties owed to CMCC an amount up to Licensee and which, but for this Agreement would infringe a Valid Claim [* * *] of the Licensed Patent Rights. royalties due to each third party for such intellectual property rights; provided further, that no single Running royalties on a country-by-country basis in an amount equal Royalty payment owed to CMCC may be reduced by more than [** * *] percent (as a result of any such deduction. Licensee may not deduct, as a result of any such required third party license, a greater percentage of royalties from those owed to CMCC than the percentage deducted from such third party from whom such license is required as described in this Paragraph. Notwithstanding anything in this ARTICLE IV, Paragraph B, the Running Royalty owed to CMCC by Licensee shall not be reduced below [* * **]%) ] of the Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent RightsProcesses. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 1. No multiple royalties shall be payable because on account of any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of being covered by more than one Patent Rights patent application or Patent Rights issued patent licensed under this Agreement. In the event that any patent or claim thereof included within the Patent Rights is no longer a Valid Claim, then all obligations to pay royalties based on that patent or claim or any claim patentably indistinct therefrom will cease as of the date such patent or claim is no longer a Valid Claim. 5.4 To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due in respect of such third party patents or intellectual property, but only up to an amount equal to [**] percent ([**]%) of the Net Sales or share of Gross Compensation due hereunder for the same payment period. 5.5 2. For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights (“Patented Component”) and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”)[* * *], then Net Sales of the Combination Product or Combination Process [* * *] shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately[* * *]; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components [* * *] during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting procedures[* * *]. 5.6 C. In the event Licensee has granted sublicenses under this Agreement, Licensee shall pay to CMCC the relevant percentage as set forth below of Sublicensee Payments: (i) [* * *] of Sublicensee Payments received by Licensee any time prior to [* * *]; and (ii) [* * *] of Sublicensee Payments received by Licensee any time after [* * *]. D. Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston America on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 E. Licensee shall make payment of the amounts specified in this ARTICLE IV to CMCC within forty-five (45) days after March 31, June 30, September 30 and December 31 each year during the Term of this Agreement, covering the quantity of Licensed Products sold by Licensee during the preceding calendar quarter (in the case of royalties payable under ARTICLE IV, Paragraph B) and covering the percentage of any Sublicensee Payment (as calculated in accordance with ARTICLE IV, Paragraph C) received during the preceding calendar quarter. The last such payment shall be made within forty-five (45) days after termination of this Agreement. The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four two and a half percent (42.5%) above the prime rate in effect at the Bank of Boston America on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 A. For the rights, privileges and exclusive licenses granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided until the end of the term of the last to expire Licensed Patent Right, unless this Agreement shall be sooner terminated as hereinafter provided: (a) 1. A license issue fee of [**] Dollars ($[**]), which license issue fee shall be deemed earned on the date of and due immediately upon the execution of this Agreement. 2. Licensee shall reimburse CMCC for expended patent costs to date in the amount of [***] due immediately upon receipt of an invoice and supporting documentation. 3. Licensee shall make the following one-time milestone payment to CMCC upon the occurrence of the following event (b) "Milestone"): [***] upon the First Commercial Sale of the first Marker Panel Product or Marker Panel Process in any country. 4. A License Maintenance Fee of [**] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days on January 1, 2001, and on January 1 of each subsequent year thereafter during the first anniversary of the date of execution exclusive license period of this License Agreement andAgreement. Notwithstanding anything herein to the contrary, [**] Dollars any Running Royalties ($[**]defined below) subsequently due to CMCC on Net Sales of which Marker Panel Products and Marker Panel Processes, if any, for each such year shall be payable [**] thereafter. (c) Licensee creditable against the License Maintenance Fee for said year. License Maintenance Fees paid in excess of Running Royalties shall make the following milestone payments to CMCC upon the completion of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licenseenot be creditable against Running Royalties due in future years. In addition, but not more than one payment no License Maintenance Fee shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment periodyear in which Licensee is funding the Research Program. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunder. (d) 5. Running royalties on a country-by-country basis Royalties in an amount equal to [***] percent (of the first [**]%) *] cumulative of Net Sales by Licensee or an Affiliate of Licensed Marker Panel Products or Licensed Marker Panel Processes derived from a new chemical entity disclosed used, leased or sold by CMCC to and/or for Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or and/or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, Affiliates and [***] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of more than one patent licensed under this Agreement. 5.4 To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due in respect of such third party patents or intellectual property, but only up to an amount equal to [**] percent ([**]%) of the Net Sales or share of Gross Compensation due hereunder for the same payment periodover that amount. 5.5 For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights (“Patented Component”) and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 A. For the rights, privileges and exclusive licenses granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided until the end of the term of the last to expire Licensed Patent Right, unless this Agreement shall be sooner terminated as hereinafter provided: (a) 1. A license issue fee of $[**], payable within ten (10) days of the Effective Date. 2. Patent costs invoiced to date for the Patent Rights listed in Appendix 1 of not more than [**] Dollars dollars ($[**]), which license issue fee shall be deemed earned on payable within ten (10) days of receiving an invoice from CMCC and ongoing patent costs for the date of the execution of this AgreementPatent Rights. (b) 3. A License Maintenance Fee of [**] Dollars ($[**]),, which shall be payable on January 1, 2001 and on January 1 of each subsequent year thereafter during the exclusive license period of this Agreement. Notwithstanding anything herein to the contrary, any Running Royalties (defined below) subsequently due on Net Sales of Licensed Products and Licensed Processes, if any, for each such year shall be creditable against the License Maintenance Fee for said year. License Maintenance Fees paid in excess of Running Royalties shall not be creditable against Running Royalties due in future years. No License Maintenance Fee shall be due in any year in which Licensee is funding sponsored research for development of the Patent Rights of at least [**] Dollars dollars ($[**]) at CMCC. 4. Milestone payments as follows: Upon obtaining first marketing approval by the FDA or equivalent foreign agency of which shall be payable within the first Licensed Product/Processes $[**] days of the first anniversary of the date of execution of this License Agreement and, Upon achieving $[**] Dollars (cumulative Net Sales for Licensed Products/Processes $[**]) of which shall be payable [**] thereafter. (c) Licensee shall make the following milestone payments to CMCC upon the completion of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunder. (d) 5. Running royalties on a country-by-country basis Royalties in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed used, leased or sold by CMCC to and/or for Licensee and which, but for and/or its Affiliates. 6. In the event Licensee has granted sublicenses under this Agreement would infringe a Valid Claim within [**] of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to Effective Date, [**] percent ([**]%) of Net Sales any and all payments (excluding payments for research and development and equity investments) received by Licensee from said sublicensees in consideration of permitting the sublicensee to practice the Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Patent Rights, including but not limited to sublicense issue fees, any lump sum payments, milestone payments, technology transfer payments or an Affiliate other similar fees, and royalties; provided that with respect to running royalties in connection with a sublicensee's sales of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this AgreementProcesses, Licensee or its Affiliate shall pay to CMCC hereunder an amount equal to the royalty CMCC would have received from Licensee if such sales had been made by Licensee. If sublicenses are granted after [**] from the Effective Date, Licensee will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, any and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the countryall payments as stated above. 5.3 B. No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of are or shall be covered by more than one Patent Rights patent application or Patent Rights patent licensed under this Agreement. 5.4 C. To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent ([**]%) of the Net Sales as appropriate royalties due on a country by country basis due in respect of such third party patents or intellectual property, but only property up to an amount equal to [**] percent ([**]%) of the Net Sales or share of Gross Compensation due hereunder for the same payment periodroyalties hereunder. 5.5 D. For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe covered by a Valid Claim valid claim of the Licensed a Patent Rights Right (“"Patented Component”") and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim valid claim of a Licensed Patent Right (“"Unpatented Component”"), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) 1. By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“"accounting period”") by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) 2. In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s 's standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 E. Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 F. The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four [**] percent (4[**]%) above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 For 8.1 OUI will invoice the rights, privileges and exclusive licenses granted hereunder, Licensee shall pay to CMCC for the following amounts in the manner hereinafter provided until the end of the term of the last to expire Licensed Patent Right, unless this Agreement shall be sooner terminated as hereinafter provided: (a) A license issue fee of [**] Dollars ($[**]), which license issue fee shall be deemed earned on the date of the execution Signing Fee shortly after signature of this Agreement. (b) A License Maintenance Fee of [**] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable agreement and the Licensee must settle the invoice within [***] days of receipt. 8.2 Subject to clause 8.3, the Licensee will pay to OUI a royalty equal to the applicable Royalty Rate on all Net Sales of Licensed Products for the duration of the first anniversary agreement on the terms set out in clause 10. 8.3 Following expiration or revocation of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) Licensee shall make the following milestone payments to CMCC upon the completion of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to last Valid Claim covering a Licensed Product or in a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of country in which the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product is Marketed and where there is being Marketed and sold by a third party in the normal course of business a product that, directly or indirectly, competes with the Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(sthe Step Down Rate (as defined below) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunder. (d) Running royalties apply on a country-by-country basis to the applicable Royalty Rate of such Licensed Products. For the purposes of this clause 8.3, the “Step Down Rate” shall be the percentage decrease of (a) [***] compared against (b) [***]. 8.4 In the event that the royalties paid to OUI under clause 8.2 does not amount to at least the Minimum Sum, the Licensee must make up the difference between the royalties paid under clauses 8.2 and the Minimum Sum in each Licence Year where a Minimum Sum applies. 8.5 The Licensee will notify OUI as soon as possible after it or any sub-licensee achieves any Milestone, and pay to OUI the Milestone Fee in respect of each Milestone within [***] of the date on which each Milestone is achieved by the Licensee or a sub-licensee. 8.6 The Licensee will pay to OUI a royalty equal to the Fee Income Royalty Rate on any sublicensing fees that the Licensee receives for sublicensing the Licensed Technology with a third party. For the purposes of this clause 8.6, Sublicensing fees shall include upfront fees, milestone payments and other consideration received by the Licensee from such third party but shall exclude: (a) royalties paid to the Licensee by a sub-licensee based on net sales of Licensed Products; (b) milestone payments paid to the Licensee by a sub-licensee on a Milestone event; and (c) any sums received that are to be used to fund research and/or development. 8.7 If the Licensee has to pay royalties to a third party (other than an Affiliate), for the right to make, have made, use or Market a Licensed Product, under a licence of Intellectual Property Rights without which the Licensed Technology cannot lawfully be exploited, then the Licensee will be entitled to deduct from all royalty payments due to OUI in respect of Net Sales of the Licensed Product under clause 8.2 an amount equal to [***] percent (of the royalties actually paid to that third party, up to a maximum amount of [**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee and which, but for this Agreement would infringe a Valid Claim *] of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal due to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent RightsOUI under clause 8.2. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on 8.8 Where a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 No multiple royalties shall be payable because any Licensed Product is sold as part of a combination product or Licensed Processco-packaged product, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of more than one patent licensed under this Agreement. 5.4 To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due in respect of such third party patents from the combination product or intellectual propertythe co-packaged product, but only up to an amount equal to [**] percent ([**]%) of the Net Sales or share of Gross Compensation due hereunder for the same payment period. 5.5 For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights (“Patented Component”) and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder royalty payments, shall be calculated determined by multiplying the Net Sales of the Combination combination product or the co-packaged product, during the applicable royalty reporting period, by the fraction: [***] Where A is the average sale price of the Licensed Product when sold separately in finished form, or Combination Process by a fractionif not sold separately, the numerator market price of which the Licensed Product if it were sold separately and B is the fully allocated production cost average sale price of the Patented Component(sother product(s) included in the combination product or co-packaged product when sold separately in finished form, or if not sold separately, the aggregate market price of the other product(s) if it were sold separately in each case during the applicable royalty reporting period or, if sales of both the Licensed Product and the denominator other product(s) did not occur in such period, then in the most recent royalty reporting period in which sales of which is both occurred. In the sum event that such average sale price cannot be determined for the Licensed Product and any other product(s) included in the combination product or co-packaged product, then the Net Sales for the purposes of determining royalty payments for a combination product or a co-packaged product shall be referred to an independent expert for determination. 8.9 The Signing Fee and the Milestone Fee are non-refundable and will not be considered as an advance payment on royalties payable under clause 8.2. No part of the fully allocated production costs Minimum Sum will be refundable or applicable to succeeding Licence Years. 8.10 Licensed Products supplied for use in any clinical trial carried out by or on behalf of the Patented Component(sLicensee or any of its sub-licensees shall not be deemed to be sales and shall not be included within any Net Sales calculation. 8.11 The Licensee or any of its sub-licensees may supply a commercially reasonable quantity of Licensed Products for promotional sampling provided that after Licensee commences commercial supply of Licensed Product, the number of Licensed Products supplied for promotional sampling shall not be greater than [***] of the total number of units of each Licensed Product sold leased or licensed by the Licensee in any Quarter following the Licensee receiving Marketing Authorization for the Licensed Product in any territory. Except as set out in this clause, the Licensee must not accept any non-monetary consideration when Marketing the Licensed Products or when issuing sub-licences of the Licensed Technology without the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayed. The Licensee may accept non-monetary consideration when Marketing the Licensed Products or when issuing sub-licences of the Licensed Technology provided either (a) [***] of such non-monetary consideration is able to be converted into cash within [***] of receipt from the Licensee to enable the Fee Income Royalty Rate to be paid to OUI in cash or (b) the Licensee covenants in writing to pay to OUI in cash, within [***] of receipt of the non-monetary consideration, the Fee Income Royalty Rate due to OUI. 8.12 The Licensee will make all payments in pounds sterling or any currency replacing pounds sterling in its entirety. 8.13 For the purposes of calculating any amount payable by the Licensee to OUI in a currency other than pounds sterling (or replacement currency), the Licensee shall apply an exchange rate equivalent to: (a) the average of the applicable closing mid rates quoted by the Financial Times as published in London on the first Business Day of each month during the Quarter just closed; or (b) for payments under clause 8.6 only, the first Business Day of the month in which the payment was received by the Licensee. 8.14 Where the Licensee has to withhold tax by law, the Licensee will deduct the tax, pay it to the relevant taxing authority, and supply OUI with a Certificate of Tax Deduction at the Unpatented Component(s) contained time of payment to OUI. Where such an issue arises, the Licensee will not be liable for any costs or penalties associated with late payment to OUI provided that the Licensee takes reasonable steps to ensure that any such matters are dealt with as expeditiously as reasonably possible. 8.15 In the event that full payment of any amount due from the Licensee to OUI under this agreement is not made by any of the dates stipulated, the Licensee shall be liable to pay interest on the amount unpaid at the rate of [***] per annum over the base rate for the time being of Barclays Bank plc. Such interest shall accrue on a daily basis from the date when payment was due until the date of actual payment of the overdue amount, whether before or after judgment, and shall be compounded quarterly. 8.16 If the Licensed Product is of a description covered by the Medicines Access Policy, the Licensee shall adhere to the requirements of the Medicines Access Policy. In particular in the Combination Product or Combination Process. Such fully allocated costs shall event the Licensed Products can be determined by using Licensee’s standard accounting procedures, which procedures must conform used to standard cost accounting procedures. 5.6 Royalty payments shall be paid ease the burden of illness in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunderdeveloping world, the conversion shall Marketing of Licensed Products will be made by using managed in a manner that enables availability and accessibility at reasonable cost to the exchange rate prevailing at people most In need in the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relatedeveloping world. 5.7 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 For 3.1. SIGNING FEE. CYBERKINETICS shall, within thirty (30) days of execution of the rightsLicense Agreement, privileges and exclusive licenses granted hereunder, Licensee pay EMORY the sum of * * * as a signing fee. 3.2. RUNNING ROYALTIES FOR SALE OF LICENSED PRODUCTS BY CYBERKINETICS OR ITS AFFILIATES OR SUBLICENSEES. CYBERKINETICS or its Affiliates or Sublicensees shall pay EMORY royalty equal to CMCC the following amounts Applicable Percentage of Net Sales of Licensed Products by CYBERKINETICS, its Affiliates or Sublicensees in the manner hereinafter provided until the end Territory. The Applicable Percentage with respect to * * *of the term such Net Sales in any fiscal year of the last to expire Licensed Patent Right, unless this Agreement CYBERKINETICS shall be sooner terminated * * * and with respect to all additional such Net Sales in any such fiscal year shall be * * *, subject to adjustment as hereinafter provided:provided below. (a) A license issue fee The running royalties payable under this Article 3.2 on any Net Sales of [**] Dollars ($[**]), which license issue fee Licensed Products shall be deemed earned reduced by * * * of any royalties payable to third parties by CYBERKINETICS, its Affiliates or its Sublicensees on the date same Net Sales of Licensed Products. Absent the execution written consent of EMORY, the reduction in royalty rates specified by this Agreementsubparagraph (a) shall not operate to reduce the running royalty rates payable by CYBERKINETICS, its Affiliates and its Sublicensees to EMORY during any fiscal year of CYBERKINETICS to less than* * * of Net Sales of Licensed Products during such fiscal year * * * in the case of Know-How Only Net Sales (as defined below)). (b) A License Maintenance Fee Licensee's obligation to pay a running royalty on a Licensed Product shall terminate upon the later of [**] Dollars ($[**]),[**] Dollars i) ) the expiration of the last Valid Claim included within the Licensed Patents that but for the license in Article 2.1 would be infringed by the manufacture, sale, offer for sale or importation of such Licensed Product and ($[**]ii) of which shall be payable within [**] days the tenth (10th) anniversary of the first anniversary commercial sale of the date of execution first Licensed Product to achieve commercial sales. *** Information redacted pursuant to a confidential treatment request. An unredacted version of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafterexhibit has been filed separately with the Commission. (c) Licensee All royalty payments due to EMORY hereunder shall make be subject to any tax withholding required under the following milestone laws of any country, and all payments to CMCC upon the completion of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment EMORY hereunder shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment net of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereundertaxes. (d) Running royalties on a country-by-country basis in an amount equal The Applicable Percentage shall be reduced by * * * with respect to [**] percent ([**]%) of any Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC with respect to Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe in a Valid Claim of more than one patent licensed under this Agreement. 5.4 To the extent particular country that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due in respect of such third party patents or intellectual property, but only up to an amount equal to [**] percent ([**]%) of the Net Sales or share of Gross Compensation due hereunder for the same payment period. 5.5 For purposes of calculating royalties, in the event that is a Licensed Product or in such country solely because such Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim of the Product incorporates Licensed Patent Rights (“Patented Component”) Know-How and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”"Know-How Only Net Sales"), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 A. For the rights, privileges and exclusive licenses granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided until the end of the term of the last to expire Licensed Patent Right, unless this Agreement shall be sooner terminated as hereinafter provided: (a) A license issue fee 1. Subject to the terms and conditions of [**] Dollars ($[**])the Sponsored Research Agreement, which license issue fee Licensee shall be deemed earned on sponsor research at YISSUM in an amount an in accordance with the date of payment schedule set forth therein. 2. Upon the execution of this Agreement. (b) A License Maintenance Fee , Licensee shall issue to CMCC 537,025 shares of [**] Dollars its common stock, at par value ($[**]),[**] Dollars ($[**]) of 0.001 per share, which shall be payable within [**] days constitute 7.842% of the first anniversary issued and outstanding shares of common stock of the Company on the date these shares are issued to CMCC. In any future registrations of Licensee's common stock, Licensee shall treat the shares of common stock being issued to CMCC pursuant to this Agreement and the shares underlying the warrants described in Article IV.A.3, below, no less favorably than any of its shares of common stock issued and outstanding as of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafterAgreement. (c) 3. Licensee shall make the following milestone payments grant to CMCC ten (10) year net exercise warrants to purchase 250,000 shares of common stock (the "Common Stock"), at a price of $0.01 per share, vesting as follows: (a) One-half of the warrants shall vest upon the completion approval of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment shall be required first IND for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to by the payment United States FDA, or its foreign equivalent. (b) One-half of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as the warrants shall vest upon the approval of an NDA for a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for by the same labeled indication as the Canceled ProductFDA, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunderforeign equivalent. (d) Running 4. If so instructed by CMCC, Licensee shall issue to YISSUM, instead of to CMCC, some or all of the shares due to CMCC as defined in Section A.2 and some or all of the warrants due to CMCC as defined in Section A.3. 5. In any calendar year, royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) * of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed used, leased or sold by CMCC to and/or for Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or and/or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent RightsAffiliates. 5.2 6. In the event that Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) * of Gross Compensation any and all royalties received by Licensee or its Affiliate on sales from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the countrysublicensees, and [**] percent ([**]%) * of Gross Compensation any and all payments received by Licensee or its Affiliate from said Sublicensees sublicensees in consideration of permitting the sublicensee to practice the Patent Rights, including but not limited to sublicense issue fees, any lump sum payments, milestone payments, technology transfer payments, or other similar fees, but not including payments for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licenseeresearch and development, its Affiliate or Sublicenseeincluding pre-clinical and clinical trials; provided, however, that overhead charges for such research and development are reasonable and customary, and which, but for this Agreement would infringe a Valid Claim not including payment on account of the Licensed Patent Rights in the countryissuance of debt or equity securities of Licensee at fair value. 5.3 B. No multiple royalties shall be payable because the use, lease or sale of any Licensed Product or Licensed ProcessProcess is, its manufactureor shall be, use, lease or sale which, but for this Agreement would infringe a Valid Claim of covered by more than one patent licensed under this Agreementvalid and unexpired claim contained in the Patent Rights. In addition, royalties shall be paid for a Licensed Product or Licensed Process based upon only one of the paragraphs A.4 or A.5 above ( that is, royalties on direct sales of a Licensed Product or Licensed Process by Licensee or its Affiliates shall be based only on paragraph A.4, while royalties on sales of a Licensed Product or Licensed Process by any sublicensee shall be based only on paragraph A.5 so as to avoid double counting). 5.4 C. To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) * of the Net Sales as appropriate royalties due on a country by country basis due in respect of such third party patents or intellectual property, but only property up to an amount equal to [**] percent ([**]%) * of the Net Sales or share of Gross Compensation due hereunder for the same payment periodroyalties hereunder. 5.5 For purposes of calculating royalties, in D. In the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim is sold in the form of the Licensed Patent Rights (“Patented Component”) and a component which is diagnostically useable or therapeutically active alone or in a combination product containing one or more products or technologies which does are themselves not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”)Product, then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by for such a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder 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 if sold to an Affiliate the Fair Market Value the Licensed Product would command if sold to a third party, and B is the total invoice price of the other products or technologies. In the case of a combination product which includes one or more Licensed Products, the Net Sales of for such combination product upon which the Combination Product or Combination Process by a fraction, the numerator of which royalty due to CMCC is the fully allocated production cost of the Patented Component(s) and the denominator of which is based shall not be less than the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting proceduresNet Sales for each Licensed Product. 5.6 E. Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 F. The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) *** above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 A. For the rights, privileges and exclusive licenses granted hereunder, Licensee LICENSEE shall pay to CMCC the following amounts in the manner hereinafter provided until the end of the term theterm of the last to expire Licensed Patent Right, unless this Agreement shall be sooner terminated as hereinafter provided: (a) 1. A license issue fee of [**] Dollars ($[**]), 25,000 which license issue fee shall be deemed earned on the date of and due immediately upon the execution of this Agreement. (b) A License Maintenance Fee of [**] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days of the first anniversary of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) Licensee 2. LICENSEE shall make the following milestone payments to CMCC upon the completion occurrence of the following events by Licensee (“Licensee Milestones”): (ia) Payment $50,000 at the filing of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process.an IND (iib) Payment $75,000 at the completion of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process.Phase I clinical Trials for any indication (iiic) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% $100,000 at the initiation of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunder.Phase III Clinical Trials (d) $200,000 at the filing of an NDA 3. Running royalties on a country-by-country basis Royalties in an amount equal to [**] six percent ([**]6%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed used, leased or sold by CMCC to Licensee and which, but and/or for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or LICENSEE and/or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent RightsAffiliates. 5.2 4. In the event Licensee or its Affiliate LICENSEE has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] twenty percent ([**]20%) of Gross Compensation any and all payments received by Licensee or its Affiliate LICENSEE from said Sublicensees on SUBLICENSEES in consideration of permitting the SUBLICENSEE to practice the Patent Rights, including but not limited to sublicense issue fees, any lump sum payments, milestone payments, technology transfer payments or other similar fees, and royalties; provided that with respect to running royalties in connection with a country-by-country basis for SUBLICENSEE’s sales of Licensed Products or Licensed Processes derived Processes, LICENSEE shall pay to CMCC hereunder an amount equal to the royalty CMCC would have received from a new chemical entity disclosed LICENSEE if such sales had been made by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the countryLICENSEE. 5.3 B. No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of are or shall be covered by more than one Patent Rights patent application or Patent Rights patent licensed under this Agreement. 5.4 C. To the extent that Licensee or its Affiliates LICENSEE obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee LICENSEE may deduct from the running royalty on Net Sales due to CMCC [**] fifty percent [**](50%) of the Net Sales as appropriate royalties due on a country by country basis due in respect of such third party patents or intellectual property, but only property up to an amount equal to [**] fifty percent ([**]50%) of the Net Sales or share of Gross Compensation due hereunder for the same payment periodroyalties hereunder. 5.5 D. For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe covered by a Valid Claim valid claim of the Licensed a Patent Rights Right (“Patented Component”) and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim valid claim of a Licensed Patent Right (“Unpatented Component”), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) 1. By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling grossselling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) 2. In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using LicenseeLICENSEE’s standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 E. Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 F. The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Fleet Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 For 3.1. Signing Fee. CYBERKINETICS shall, within thirty (30) days of execution of the rightsLicense Agreement, privileges and exclusive licenses granted hereunder, Licensee pay EMORY the sum of * * * as a signing fee. 3.2. Running Royalties for Sale of Licensed Products by CYBERKINETICS or its Affiliates or Sublicensees. CYBERKINETICS or its Affiliates or Sublicensees shall pay EMORY royalty equal to CMCC the following amounts Applicable Percentage of Net Sales of Licensed Products by CYBERKINETICS, its Affiliates or Sublicensees in the manner hereinafter provided until the end Territory. The Applicable Percentage with respect to * * *of the term such Net Sales in any fiscal year of the last to expire Licensed Patent Right, unless this Agreement CYBERKINETICS shall be sooner terminated * * * and with respect to all additional such Net Sales in any such fiscal year shall be * * *, subject to adjustment as hereinafter provided:provided below. (a) A license issue fee The running royalties payable under this Article 3.2 on any Net Sales of [**] Dollars ($[**]), which license issue fee Licensed Products shall be deemed earned reduced by * * * of any royalties payable to third parties by CYBERKINETICS, its Affiliates or its Sublicensees on the date same Net Sales of Licensed Products. Absent the execution written consent of EMORY, the reduction in royalty rates specified by this Agreementsubparagraph (a) shall not operate to reduce the running royalty rates payable by CYBERKINETICS, its Affiliates and its Sublicensees to EMORY during any fiscal year of CYBERKINETICS to less than * * * of Net Sales of Licensed Products during such fiscal year * * * in the case of Know-How Only Net Sales (as defined below)). (b) A License Maintenance Fee Licensee's obligation to pay a running royalty on a Licensed Product shall terminate upon the later of [(i) * * * and (ii) * * **] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days of the first anniversary of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) Licensee All royalty payments due to EMORY hereunder shall make be subject to any tax withholding required under the following milestone laws of any country, and all payments to CMCC upon the completion of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment EMORY hereunder shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment net of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereundertaxes. (d) Running royalties on a country-by-country basis in an amount equal The Applicable Percentage shall be reduced by * * * with respect to [**] percent ([**]%) of any Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC with respect to Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe in a Valid Claim of more than one patent licensed under this Agreement. 5.4 To the extent particular country that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due in respect of such third party patents or intellectual property, but only up to an amount equal to [**] percent ([**]%) of the Net Sales or share of Gross Compensation due hereunder for the same payment period. 5.5 For purposes of calculating royalties, in the event that is a Licensed Product or in such *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. country solely because such Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim of the Product incorporates Licensed Patent Rights (“Patented Component”) Know-How and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”"Know-How Only Net Sales"), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 For 3.1. Signing Fee. CYBERKINETICS shall, within thirty (30) days of execution of the rightsLicense Agreement, privileges and exclusive licenses granted hereunder, Licensee pay EMORY the sum of * * * as a signing fee. 3.2. Running Royalties for Sale of Licensed Products by CYBERKINETICS or its Affiliates or Sublicensees. CYBERKINETICS or its Affiliates or Sublicensees shall pay EMORY royalty equal to CMCC the following amounts Applicable Percentage of Net Sales of Licensed Products by CYBERKINETICS, its Affiliates or Sublicensees in the manner hereinafter provided until the end Territory. The Applicable Percentage with respect to * * *of the term such Net Sales in any fiscal year of the last to expire Licensed Patent Right, unless this Agreement CYBERKINETICS shall be sooner terminated * * * and with respect to all additional such Net Sales in any such fiscal year shall be * * *, subject to adjustment as hereinafter provided:provided below. (a) A license issue fee The running royalties payable under this Article 3.2 on any Net Sales of [**] Dollars ($[**]), which license issue fee Licensed Products shall be deemed earned reduced by * * * of any royalties payable to third parties by CYBERKINETICS, its Affiliates or its Sublicensees on the date same Net Sales of Licensed Products. Absent the execution written consent of EMORY, the reduction in royalty rates specified by this Agreementsubparagraph (a) shall not operate to reduce the running royalty rates payable by CYBERKINETICS, its Affiliates and its Sublicensees to EMORY during any fiscal year of CYBERKINETICS to less than* * * of Net Sales of Licensed Products during such fiscal year * * * in the case of Know-How Only Net Sales (as defined below)). (b) A License Maintenance Fee Licensee's obligation to pay a running royalty on a Licensed Product shall terminate upon the later of [(i) * * * and (ii) * * **] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days of the first anniversary of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) Licensee All royalty payments due to EMORY hereunder shall make be subject to any tax withholding required under the following milestone laws of any country, and all payments to CMCC upon the completion of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment EMORY hereunder shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment net of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereundertaxes. (d) Running royalties on a country-by-country basis in an amount equal The Applicable Percentage shall be reduced by * * * with respect to [**] percent ([**]%) of any Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC with respect to Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe in a Valid Claim of more than one patent licensed under this Agreement. 5.4 To the extent particular country that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due in respect of such third party patents or intellectual property, but only up to an amount equal to [**] percent ([**]%) of the Net Sales or share of Gross Compensation due hereunder for the same payment period. 5.5 For purposes of calculating royalties, in the event that is a Licensed Product or in such *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission country solely because such Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim of the Product incorporates Licensed Patent Rights (“Patented Component”) Know-How and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”"Know-How Only Net Sales"), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 A. For the rights, privileges and exclusive licenses license granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided until provided. Unless expressly stated otherwise in this Agreement, periodic payment obligations listed below shall endure through the end Term of the term of the last to expire Licensed Patent Rightthis Agreement, unless this Agreement shall be sooner terminated as hereinafter provided:. 1. A license amendment fee of [* * *], and such fee is due within thirty (a30) A days after the Effective Date of this Agreement. 2. As of the Effective Date Licensee has paid in full the license issue fee of [**] Dollars ($[** * *]), which license issue fee shall be was deemed earned on and due within thirty (30) days of the effective date of the execution of this Original Agreement. (b) A License Maintenance Fee of [**] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days of the first anniversary of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) 3. Licensee shall make the following milestone one-time payments to CMCC upon in connection with the completion first occurrence of the following events by Licensee (“Licensee "Milestones”"): (ia) Payment of [** * *] Dollars ($upon the [**]) upon [** * *] by Licensee, but not more than one payment shall be required for each Licensed Product Licensee or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand Dollars ($[**]) upon [**] any Sublicensee with respect to a Licensed Product or a Licensed Process.Product; (iiib) The [* * *] upon the [* * *] by Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in or any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, Sublicensee with respect to such other a Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided howeverand (c) [* * *] upon the [* * *] of a Licensed Product. Licensee will promptly notify CMCC in writing of the achievement of any of the foregoing Milestones by Licensee or any of its Sublicensees, that if and will require its Sublicensees to provide it with prompt written notice upon their achievement of any of the foregoing Milestones. CMCC may invoice Licensee does at some time in for the future develop applicable Milestone payment after receipt of such canceled productnotice, then appropriate and prompt adjustment with respect to milestone payments Licensee shall be made hereunderpay such invoice within forty-five (45) days after its receipt thereof. (d) Running B. During the Term, Licensee shall pay CMCC running royalties on a country-by-country basis in an amount equal to [** * *] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived used, leased or sold by and/or for Licensee (including its Affiliates) or any Sublicensees ("Running Royalties"); provided, however, to the extent that a license or licenses is required by Licensee to third party patents or other intellectual property (i) in order to practice the Patent Rights, or (ii) in order to manufacture or sell Licensed Products without such activities (as described in clause (i) or (ii) of this sentence) resulting in the infringement of such third party intellectual property, Licensee may, for each such required license, deduct from a new chemical entity disclosed by the Running Royalties owed to CMCC an amount up to Licensee and which, but for this Agreement would infringe a Valid Claim [* * *] of the Licensed Patent Rights. royalties due to each third party for such intellectual property rights; provided further, that no single Running royalties on a country-by-country basis in an amount equal Royalty payment owed to CMCC may be reduced by more than [** * *] percent (as a result of any such deduction. Licensee may not deduct, as a result of any such required third party license, a greater percentage of royalties from those owed to CMCC than the percentage deducted from such third party from whom such license is required as described in this Paragraph. Notwithstanding anything in this ARTICLE IV, Paragraph B, the Running Royalty owed to CMCC by Licensee shall not be reduced below [* * **]%) ] of the Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent RightsProcesses. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 1. No multiple royalties shall be payable because on account of any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of being covered by more than one Patent Rights patent application or Patent Rights issued patent licensed under this Agreement. In the event that any patent or claim thereof included within the Patent Rights is no longer a Valid Claim, then all obligations to pay royalties based on that patent or claim or any claim patentably indistinct therefrom will cease as of the date such patent or claim is no longer a Valid Claim. 5.4 To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due in respect of such third party patents or intellectual property, but only up to an amount equal to [**] percent ([**]%) of the Net Sales or share of Gross Compensation due hereunder for the same payment period. 5.5 2. For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights (“Patented Component”) and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”)[* * *], then Net Sales of the Combination Product or Combination Process [* * *] shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately[* * *]; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components [* * *] during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting procedures[* * *]. 5.6 C. In the event Licensee has granted sublicenses under this Agreement, Licensee shall pay to CMCC the relevant percentage as set forth below of Sublicensee Payments: (i) [* * *] of Sublicensee Payments received by Licensee any time prior to [* * *]; and (ii) [* * *] of Sublicensee Payments received by Licensee any time after [* * *]. D. Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston America on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 E. Licensee shall make payment of the amounts specified in this ARTICLE IV to CMCC within forty-five (45) days after March 31, June 30, September 30 and December 31 each year during the Term of this Agreement, covering the quantity of Licensed Products sold by Licensee during the preceding calendar quarter (in the case of royalties payable under ARTICLE IV, Paragraph B) and covering the percentage of any Sublicensee Payment (as calculated in accordance with ARTICLE IV, Paragraph C) received during the preceding calendar quarter. The last such payment shall be made within forty-five (45) days after termination of this Agreement. The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four two and a half percent (42.5%) above the prime rate in effect at the Bank of Boston America on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 A. For the rights, privileges and exclusive licenses granted hereunder, Licensee LICENSEE shall pay to CMCC the following amounts in the manner hereinafter provided until the end of the term of the last to expire Licensed Patent Right, unless this Agreement shall be sooner terminated as hereinafter provided: (a) 1. A license issue fee of [**] Dollars ($[**]), 25,000 which license issue fee shall be deemed earned on the date of and due immediately upon the execution of this Agreement. (b) A License Maintenance Fee of [**] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days of the first anniversary of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) Licensee 2. LICENSEE shall make the following milestone payments to CMCC upon the completion occurrence of the following events by Licensee (“Licensee "Milestones”"): (ia) Payment $50,000 at the filing of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process.an IND (iib) Payment $75,000 at the completion of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process.Phase I clinical Trials for any indication (iiic) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% $100,000 at the initiation of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunder.Phase III Clinical Trials (d) $200,000 at the filing of an NDA 3. Running royalties on a country-by-country basis Royalties in an amount equal to [**] six percent ([**]6%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed used, leased or sold by CMCC to Licensee and which, but and/or for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or LICENSEE and/or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent RightsAffiliates. 5.2 4. In the event Licensee or its Affiliate LICENSEE has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] twenty percent ([**]20%) of Gross Compensation any and all payments received by Licensee or its Affiliate LICENSEE from said Sublicensees on SUBLICENSEES in consideration of permitting the SUBLICENSEE to practice the Patent Rights, including but not limited to sublicense issue fees, any lump sum payments, milestone payments; technology transfer payments or other similar fees, and royalties; provided that with respect to running royalties in connection with a country-by-country basis for SUBLICENSEE's sales of Licensed Products or Licensed Processes derived Processes, LICENSEE shall pay to CMCC hereunder an amount equal to the royalty CMCC would have received from a new chemical entity disclosed LICENSEE if such sales had been made by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the countryLICENSEE. 5.3 B. No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of are or shall be covered by more than one Patent Rights patent application or Patent Rights patent licensed under this Agreement. 5.4 C. To the extent that Licensee or its Affiliates LICENSEE obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee ; LICENSEE may deduct from the running royalty on Net Sales due to CMCC [**] fifty percent [**](50%) of the Net Sales as appropriate royalties due on a country by country basis due in respect of such third party patents or intellectual property, but only property up to an amount equal to [**] fifty percent ([**]%50010) of the Net Sales or share of Gross Compensation due hereunder for the same payment periodroyalties hereunder. 5.5 D. For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe covered by a Valid Claim valid claim of the Licensed a Patent Rights Right (“"Patented Component”") and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim valid claim of a Licensed Patent Right (“"Unpatented Component”"), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) 1. By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“"accounting period”") by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) 2. In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and Component(s).and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s LICENSEE's standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 E. Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 F. The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from from. exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 For 8.1 The Licensor will invoice the rightsLicensee for the Signing Fee shortly after the Effective Date and the Licensee must settle the invoice within thirty (30) Business Days of receipt of the same. 8.2 In respect of any Quarterly reporting period for which Net Sales and royalties are required to be reported by the Licensee pursuant to clause 10.2, privileges and exclusive licenses granted hereunder, the Licensee shall will pay to CMCC the following amounts in Licensor a royalty equal to the manner hereinafter provided until the end of the term of the last to expire Licensed Patent Right, unless this Agreement shall be sooner terminated as hereinafter provided: (a) A license issue fee of [**] Dollars ($[**]), which license issue fee shall be deemed earned Royalty Rate on the date of the execution of this Agreement. (b) A License Maintenance Fee of [**] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days of the first anniversary of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) Licensee shall make the following milestone payments to CMCC upon the completion of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for all those Net Sales by Licenseemade during that Quarterly reporting period, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunder. (d) Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of more than one patent licensed under this Agreement. 5.4 To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due basis, where during each of those Quarterly reporting periods any one or more of the following circumstances have prevailed with respect to such country during that Quarter: 8.2.1 the Application continues to be in force or subsisting in such country; 8.2.2 the Licensee has Market Exclusivity throughout the world; 8.2.3 the Licensee has Market Exclusivity throughout the Region within which the particular country exists; or 8.2.4 the Licensee has Market Exclusivity in the country; and where those circumstances do not prevail Licensee’s Licence with respect to such country for that particular Quarter shall be deemed to have been a fully paid up, royalty free, licence and no payments under this Clause 8.2 for or in respect of such third party patents or intellectual property, but only up country shall be due in that Quarter. 8.3 The Licensee will pay to an amount the Licensor a royalty equal to [**] percent the Fee Income Royalty Rate on all up-front, milestone and other one-off payments ([**]%other than payments made solely in relation to research provided by the Licensee) of received by the Net Sales Licensee under or share of Gross Compensation due hereunder for the same payment period. 5.5 For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights (“Patented Component”) and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments grant of royalties or other amounts hereunderexploitation of Licensed Technology under all sub-licences under the Licence to the extent such monies are concerned with the Licensed Technology and are not treated as Net Sales. Royalties due under this clause will be paid once in respect of monies received and not each time the Licensed Technology is used. The Licensee will pay each such royalty in accordance with clause 10 at the end of the Quarter in which the monies were received. 8.4 The Licensee will notify the Licensor as soon as possible after it or any sub-licensee achieves any Milestone, and pay to the Licensor the Milestone Fee in respect of each Milestone within thirty (30) Business Days of the date on which each Milestone is achieved by the Licensee or a sub-licensee. 8.5 Without prejudice to any financial remedy for breach subject to the cap on liability set out in this agreement, the conversion shall Signing Fee and the Milestone Fees are non-refundable and will not be made by using the exchange rate prevailing at the Bank of Boston considered as an advance payment on the last business day of the calendar quarterly reporting period to which such royalty payments relateroyalties payable under clause 8.2. 5.7 The royalty payments set forth in this Agreement 8.6 Should the Licensee receive any non-monetary consideration when Marketing Licensed Products, Net Sales shall, if overduesubject to clause 8.2, bear interest until payment at a per annum rate be calculated by reference to the fair market value of four percent (4%) above the prime rate in effect at the Bank of Boston on the due datesuch non-monetary consideration. The payment Licensee must not accept non-monetary consideration exceeding [*] in any calendar year without the prior consent of such interest shall Licensor not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any paymentto be unreasonably withheld.

Royalties and Other Payments. 5.1 A. For the rights, privileges and exclusive licenses license granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided until provided. Unless expressly stated otherwise in this Agreement, periodic payment obligations listed below shall endure through the end Term of the term of the last to expire Licensed Patent Rightthis Agreement, unless this Agreement shall be sooner terminated as hereinafter provided: (a) 1. A license issue fee of [**] Dollars ($[**]), which license issue fee shall be deemed earned on the date of and due immediately upon the execution of this Agreement. (b) A License Maintenance Fee of [**] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days of the first anniversary of the date of execution of this License Agreement and2. Payments for accrued and continuing patent prosecution costs as stated in Article VI hereof for Patent Rights, [**] Dollars ($[**]) of which shall be payable [**] thereafter.Improvements, Analogue Inventions and New Developments; (c) 3. Licensee shall make the following milestone payments to CMCC upon the completion occurrence of the following events by Licensee (“Licensee "Milestones”"): (ia) Payment of $[**] Dollars upon the [**]; (b) $[**]) ] upon [**] by Licensee, but not more than one payment shall be required for each Licensed Product or Licensed Process in the event that more than one ]; (c) $[**] is required for the same Licensed Product or Licensed Process.after [**]; (iid) Payment of Two Hundred Thousand Dollars ($[**]) ] upon [**] with respect to a Licensed Product ]; For CMCC Multiple Factor Product(s) or a Licensed ProcessProcess(es) it is understood that Licensee shall pay only one set of milestones for each study in (c) and (d) above. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunder. (de) Running royalties on a country-by-country basis Royalties in an amount equal to [**] percent ([**]%) of cumulative Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal up to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate dollars of Licensed Products Product(s) used, leased or Licensed Processes derived from a new chemical entity discovered sold by and/or for Licensee or (including its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%Affiliates) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, all territories and [**] percent ([**]%) of Gross Compensation cumulative Net Sales of over [**] dollars of Licensed Product(s) used, leased or sold by and/ or for Licensee (including its Affiliates). These percentages apply to each Licensed Product regardless of the number of axonal growth factors are used for each Licensed Product. The same calculation above i.e., [**] percent ([**]%) of cumulative Net Sales of up to [**] dollars of Licensed Product(s) and [**] percent ([**]%) of cumulative Net Sales of over [**] dollars of Licensed Product(s) will apply each time a new Licensed Product is released for sale, by and/or for Licensee (including its Affiliates). The requirement of Licensee to pay CMCC the Royalties above shall terminate upon the expiration of the last applicable patents in a Licensed Product in the country or territory where the Licensed Product(s) are used, leased or sold by and/or for Licensee (including its Affiliates). For the sake of clarity, Licensed Product(s) developed from Improvements or from Analogue Inventions are subject to the same payments as Licensed Products from Existing Technologies and subject to the payments terms of Article IV hereof; 4. For any year in which royalties are not payable or payments are not being made under the Sponsored Research Program, a license maintenance fee of [**] dollars ($[**]) shall be payable on each anniversary of the Effective Date during the exclusive license period of this Agreement. 5. In the event Licensee has granted sublicenses under this Agreement, [**] percent ([**]%) of any and all payments received by Licensee or its Affiliate from said Sublicensees for sublicensees in consideration of permitting the sublicensee to practice the Patent Rights, including but not limited to sublicense issue fees, any lump sum payments, milestone payments, technology transfer payments or other similar fees shall be paid to CMCC; provided that with respect to running royalties in connection with a sublicensee's sales of Licensed Products or Licensed Processes derived Products, Licensee shall pay to CMCC hereunder an amount equal to the royalty CMCC would have received from a new chemical entity discovered Licensee if such sales had been made by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 B. No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of are or shall be covered by more than one Patent Rights patent application or Patent Rights patent licensed under this Agreement. 5.4 C. To the extent that Licensee or its Affiliates obtains is necessarily required to obtain, subsequent to the date of this Agreement Agreement, licenses to third party patents or other intellectual property that it dominates or they reasonably believes are necessary is dominated by the Patent Rights, in order to practice the Patent Rights or to produce or sell Licensed Products or Licensed Processesin a particular country and avoid infringing such third-party intellectual property, Licensee may deduct from the running royalty on Net Sales due to CMCC for that country [**] percent ([**]%) of the Net Sales as appropriate royalties due on a country by country basis due in respect of such third party patents or intellectual property, but only property up to an amount equal to [**] percent ([**]%) of the Net Sales royalties hereunder, provided that such deduction reflects a pro rata or share other fair apportionment among Licensee and other royalty obligations of Gross Compensation due hereunder Licensee for the same payment periodrequired licenses and other intellectual property of Licensee, as documented by Licensee to CMCC's satisfaction in royalty reports to CMCC. 5.5 D. For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe covered by a Valid Claim claim of the Licensed a Patent Rights Right (“"Patented Component”") and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim claim of a Licensed Patent Right (“"Unpatented Component”"), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) 1. By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately[**]; or (b) 2. In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process[**]. Such fully allocated costs shall be determined by using Licensee’s 's standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 E. Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston America on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 F. Payment of royalties specified in this Article shall be made by Licensee to CMCC within forty-five (45) days after March 31, June 30, September 30 and December 31 each year during the Term of this Agreement covering the quantity of Licensed Products sold by Licensee during the preceding calendar quarter. The last such payment shall be made within forty-five (45) days after termination of this Agreement. The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Bank of Boston America, Boston, on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 A. For the rights, privileges and exclusive licenses granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided until the end of the term of the last to expire Licensed Patent Right, unless this Agreement shall be sooner terminated as hereinafter provided: (a) A license issue fee 1. Subject to the terms and conditions of [**] Dollars ($[**])the Sponsored Research Agreement, which license issue fee Licensee shall be deemed earned on sponsor research at YISSUM in an amount an in accordance with the date of payment schedule set forth therein. 2. Upon the execution of this Agreement. (b) A License Maintenance Fee , Licensee shall issue to CMCC 537,025 shares of [**] Dollars its common stock, at par value ($[**]),[**] Dollars ($[**]) of 0.001 per share, which shall be payable within [**] days constitute 7.842% of the first anniversary issued and outstanding shares of common stock of the Company on the date these shares are issued to CMCC. In any future registrations of Licensee's common stock, Licensee shall treat the shares of common stock being issued to CMCC pursuant to this Agreement and the shares underlying the warrants described in Article IV.A.3, below, no less favorably than any of its shares of common stock issued and outstanding as of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafterAgreement. (c) 3. Licensee shall make the following milestone payments grant to CMCC ten (10) year net exercise warrants to purchase 250,000 shares of common stock (the "Common Stock"), at a price of $0.01 per share, vesting as follows: (a) One-half of the warrants shall vest upon the completion approval of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment shall be required first IND for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to by the payment United States FDA, or its foreign equivalent. (b) One-half of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as the warrants shall vest upon the approval of an NDA for a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for by the same labeled indication as the Canceled ProductFDA, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunderforeign equivalent. (d) Running 4. If so instructed by CMCC, Licensee shall issue to YISSUM, instead of to CMCC, some or all of the shares due to CMCC as defined in Section A.2 and some or all of the warrants due to CMCC as defined in Section A.3. 5. In any calendar year, royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) * of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed used, leased or sold by CMCC to and/or for Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or and/or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent RightsAffiliates. 5.2 6. In the event that Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) * of Gross Compensation any and all royalties received by Licensee or its Affiliate on sales from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the countrysublicensees, and [**] percent ([**]%) * of Gross Compensation any and all payments received by Licensee or its Affiliate from said Sublicensees sublicensees in consideration of permitting the sublicensee to practice the Patent Rights, including but not limited to sublicense issue fees, any lump sum payments, milestone payments, technology transfer payments, or other similar fees, but not including payments for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licenseeresearch and development, its Affiliate or Sublicenseeincluding pre-clinical and clinical trials; provided, however, that overhead charges for such research and development are [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR INFORMATION REDACTED FROM THIS PAGE.] reasonable and customary, and which, but for this Agreement would infringe a Valid Claim not including payment on account of the Licensed Patent Rights in the countryissuance of debt or equity securities of Licensee at fair value. 5.3 B. No multiple royalties shall be payable because the use, lease or sale of any Licensed Product or Licensed ProcessProcess is, its manufactureor shall be, use, lease or sale which, but for this Agreement would infringe a Valid Claim of covered by more than one patent licensed under this Agreementvalid and unexpired claim contained in the Patent Rights. In addition, royalties shall be paid for a Licensed Product or Licensed Process based upon only one of the paragraphs A.4 or A.5 above ( that is, royalties on direct sales of a Licensed Product or Licensed Process by Licensee or its Affiliates shall be based only on paragraph A.4, while royalties on sales of a Licensed Product or Licensed Process by any sublicensee shall be based only on paragraph A.5 so as to avoid double counting). 5.4 C. To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) * of the Net Sales as appropriate royalties due on a country by country basis due in respect of such third party patents or intellectual property, but only property up to an amount equal to [**] percent ([**]%) * of the Net Sales or share of Gross Compensation due hereunder for the same payment periodroyalties hereunder. 5.5 For purposes of calculating royalties, in D. In the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim is sold in the form of the Licensed Patent Rights (“Patented Component”) and a component which is diagnostically useable or therapeutically active alone or in a combination product containing one or more products or technologies which does are themselves not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”)Product, then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by for such a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder 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 if sold to an Affiliate the Fair Market Value the Licensed Product would command if sold to a third party, and B is the total invoice price of the other products or technologies. In the case of a combination product which includes one or more Licensed Products, the Net Sales of for such combination product upon which the Combination Product or Combination Process by a fraction, the numerator of which royalty due to CMCC is the fully allocated production cost of the Patented Component(s) and the denominator of which is based shall not be less than the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting proceduresNet Sales for each Licensed Product. 5.6 E. Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 F. The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) *** above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 For the rights, privileges and exclusive licenses granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided until the end of the term of the last to expire Licensed Patent Right, unless this Agreement shall be sooner terminated as hereinafter provided: (a) A license issue fee of [**] Dollars ($[**]), which license issue fee shall be deemed earned on the date of the execution of this Agreement. (b) A License Maintenance Fee of [**] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days of the first anniversary of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) Licensee shall make the following milestone payments to CMCC upon the completion of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand [**] Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunder. (d) Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of more than one patent licensed under this Agreement. 5.4 To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due in respect of such third party patents or intellectual property, but only up to an amount equal to [**] percent ([**]%) of the Net Sales or share of Gross Compensation due hereunder for the same payment period. 5.5 For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights (“Patented Component”) and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty [**] percent (50[**]%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

Royalties and Other Payments. 5.1 For the rights, privileges and exclusive licenses granted hereunder, 8.1 The Licensee shall will pay to CMCC the following amounts in the manner hereinafter provided until the end of the term of the last to expire Licensed Patent RightLicensor, unless this Agreement shall be sooner terminated as hereinafter provided: (a) A license issue fee of [**] Dollars ($[**]), which license issue fee shall be deemed earned for a period commencing on the date of this Agreement and expiring on the execution later of this Agreement. (a) the expiration of the last Valid Claim claiming a Licensed Product or (b) A License Maintenance Fee of [**] Dollars twenty ($[**]),[**] Dollars ($[**]20) of which shall be payable within [**] days of the first anniversary of years from the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) Licensee shall make the following milestone payments to CMCC upon the completion of the following events by Licensee (“Licensee Milestonesthe Royalty Term”):), a royalty equal to the Royalty Rate on all Net Sales of Licensed Products . However:- (i) Payment in countries where (a) Market Exclusivity does not exist; and (b) the Licensed Product is being sold by the Licensee or any Affiliate of [**] Dollars the Licensee and ($[**]c) upon [**] a Directly Competing Product is being actively marketed by Licensee, but a commercial third party entity (not being a sub - licensee under this agreement) and as a result market share in that country reduces by more than one payment shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunder. (d) Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of in that time period calculated by reference to Net Sales by averaged over the three calendar years ending immediately before the period that is being considered, then in respect of that time period the Licensee or an Affiliate shall be entitled to a reduction in the Royalty Rate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate in that country; and (ii) in countries where (a) Market Exclusivity does not exist; and which, but for this Agreement would infringe a Valid Claim of (b) the Licensed Patent Rights. 5.2 In Product is being sold by a sub-licensee or a sub-sub-licensee then the event Licensee or its Affiliate has granted sublicenses shall be liable to pay royalties that are the lesser of (i) what would have been payable under this Agreement, Licensee clause 8.1; or its Affiliate will pay CMCC [**] percent ([**]%ii) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of more than one patent licensed under this Agreement. 5.4 To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due in respect of such third party patents or intellectual property, but only up to an amount equal to [**] percent ([**]%) of the Net Sales or share sums actually paid to the Licensee by its sub-licensee in respect of Gross Compensation due sales of the Licensed Product (iii) In this clause 8.1, unless stated otherwise a reference to “sub-licensee” includes all direct and indirect sub-licensees of the Licensee 8.2 On expiration of the Royalty Term, all licences granted to the Licensee hereunder and for clarity including the same payment periodright to sub-licence shall become perpetual, irrevocable, royalty free and fully paid up. 5.5 For purposes 8.3 The Licensee shall pay to the Licensor a royalty equal to the Fee Income Royalty Rate on any upfront fee received by the Licensee in connection with the grant of calculating royaltiesany sub-licence or a sub-sub licence in respect of the Licensed Technology. The Licensee shall notify the Licensor, within [**] days of receipt of any upfront fee received by the Licensee in connection with the grant of any sub-licence in respect of the Licensed Technology and thereafter pay the royalty within [**] days of receipt of an invoice from the Licensor in respect on the royalty. 8.4 The Licensee will notify the Licensor within [**] days after it or any Affiliate or sub-licensee achieves any Milestone, and thereafter pay to the Licensor the Milestone Fee in respect of each Milestone within [**] days of receipt of an invoice from the Licensor in respect of such Milestone Fee. 8.5 The Milestone Fee is non-refundable and will not be considered as an advance payment on royalties payable under clause 0. 8.6 Each Milestone Fee is payable each time any individual Licensed Product achieves the Milestone. 8.7 The Licensor has been issued with the Warrants under the Terms of the Option Agreement. It is the intention of the Parties that, in the event that a Milestone Event is achieved for the first time, in the relevant time frame, under this Agreement, the relevant Warrants may be exercised in respect of the relevant Equity Milestone in accordance with the following terms. For the avoidance of doubt each Equity Milestone shall not be paid more than once and whether it is achieved when this Agreement is in place or during the term of the Option Agreement. 8.8 Each Equity Milestone is achieved upon the first Licensed Product to pass the corresponding Equity Event in the relevant time frame under either the Option Agreement or Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim as laid out in 0. Each Equity Milestone will become exercisable by Licensor at the end of the Licensed Patent Rights (“Patented Component”) Equity Milestone Period whereupon Licensee will pay to the Licensor the relevant Warrant Payment and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require upon receipt of this amount by the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fractionLicensor, the numerator Licensor will be able to exercise Warrants up to the maximum number of which is the aggregate gross selling price of the Patented Component(s) contained Ordinary shares in the Combination Product or Combination Process if sold separately, and Licensee that the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting proceduresWarrant Payment permits. 5.6 Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.