Common use of Royalties and Other Payments Clause in Contracts

Royalties and Other Payments. 9.1 OUI will invoice the Licensee for the Signing Fee shortly after signature of this agreement and the Licensee must settle the invoice within thirty (30) days of receipt. 9.2 The Licensee will pay to OUI a royalty equal to the Royalty Rate on all Net Sales of Licensed Products. The Licensee will also pay to OUI a royalty equal to the Royalty Rate on any sums received from a sub-licensee to meet an obligation under the terms of a sub-licence to pay a minimum sum over and above the actual royalties due to be paid by that sub-licensee on sales of Licensed Products. 9.3 Following expiration or revocation of the last Valid Claim covering a Licensed Product is Marketed the Step Down Royalty Rate shall apply to such Licensed Products. 9.4 In the event that the royalties paid to OUI under clause 9.2 do not amount to at least the Minimum Sum, the Licensee must make up the difference between the royalties paid under clause 9.2 and the Minimum Sum in each Licence Year where a Minimum Sum applies. 9.5 The Licensee will pay to OUI a royalty equal to 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) received by the Licensee under or in connection with all sub-licences and other contracts granted by the Licensee with respect to the Licensed Technology. The Licensee will pay each such royalty within thirty (30) days after its receipt of the payment to which the royalty relates. 9.6 The licensee will notify QUI 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 thirty (30) days of the date on which each Milestone is achieved by the Licensee or a sub-licensee. 9.7 The Signing Fee and the Milestone Fee are non-refundable and will not be considered as an advance payment on royalties payable under clause 9.2. No part of the Minimum Sum will be refundable or applicable to succeeding Licence Years. 9.8 The Minimum Sum and the Milestone Fee will be indexed to the RPI and each Minimum Sum and Milestone will be increased (or decreased, if appropriate) by the percentage change in the RPI between the date of this agreement and: (a) in the case of any Minimum Sum, the last day of the Licence Vear to which it relates; and (b) in the case of any Milestone Fee, the date on which the Milestone to which it relates is achieved. 9.9 The licensee may supply a commercially reasonable quantity of licensed Products for promotional sampling provided that the number of Licensed Products supplied for promotional sampling shall not be greater than 5% of total number of units of each Licensed Product sold leased or licensed by the Licensee in any Quart er. Except as set out in this clause, the Licensee must not accept or solicit any non-monetary consideration when Marketing Licensed Products or when issuing sub-licences of the Licensed Technology without the prior written consent of QUI. 9.10 The licensee will make all payments in pounds sterling or any currency replacing pounds sterling in its entirety. 9.11 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 the average of the applicable closing mid rates quoted by the Financial Times as published in London on: (a) the first Business Day of each month during the quarter just closed; or (b) for payments under clause 9.5 only, the first Business Day of the month in which the payment was received by the Licensee. 9.12 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 time of payment to OUI. 9.13 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 eight per cent (8%) per annum over the base rate for the time being of Barclays Bank pie. 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. 9.14 If the Licensed Product is of a description covered by the Medicines Access Policy, the Licensee shall adhere to the requirements ofthe Medicines Access Polic y.

Royalties and Other Payments. 9.1 OUI 8.1 Isis will invoice the Licensee for the Signing Fee shortly after signature of this agreement and the Licensee must settle the invoice within thirty sixty (3060) days of receipt. 9.2 8.2 The Licensee will pay to OUI Isis a royalty equal to the Royalty Rate on all Net Sales of Licensed Products. The Licensee will also pay to OUI a royalty equal to the Royalty Rate on any sums received from a sub-licensee to meet an obligation under the terms of a sub-licence to pay a minimum sum over and above the actual royalties due to be paid by that sub-licensee on sales of Licensed Products. 9.3 Following expiration or revocation of the last Valid Claim covering Where a Licensed Product is sold in combination with other products or materials, the ‘gross selling price’ for the purpose of determining Net Sales will be calculated in accordance with the following formula: Where: A is the gross selling price of the combination package; B is the gross selling price of the Licensed Product during the Licence Year if Marketed separately, or, if not Marketed separately, the Step Down Royalty Rate shall apply to such market price of the Licensed ProductsProduct if it was Marketed separately; and C is the aggregate of the gross selling prices of the other products or materials used in the combination package during the Licence Year if Marketed separately, or, if not Marketed Separately, the market price of the combination package if it was Marketed Separately. An example is given in Schedule 4. 9.4 8.3 In the event that the royalties paid to OUI Isis under clause 9.2 8.2 do not amount to at least the Minimum Sum, the Licensee must make up the difference between the royalties paid under clause 9.2 8.2 and the Minimum Sum in each Licence Year where a Minimum Sum applies. The Licensee will also pay to Isis a royalty equal to the Royalty Rate on any sums received from a sub-licensee to make up the difference between royalties paid on Net Sales and any minimum sums payable by sub-licensees to the Licensee. 9.5 8.4 The Licensee will pay to OUI Isis a royalty equal to the Fee Income Royalty Rate on all up-front, milestone front and other one-off payments (other than payments made solely in relation to research provided by the LicenseeLicensee or payments received by Licensee as compensation for any form of investment in ResoCator) received by the Licensee under or in connection with all sub-licences and other contracts granted by the Licensee with respect to the Licensed Technology. The Licensee will pay each such royalty within thirty (30) days after its receipt of the payment to which the royalty relates. 9.6 The licensee will notify QUI 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 thirty (30) days of the date on which each Milestone is achieved by the Licensee or a sub-licensee. 9.7 8.5 The Signing Fee and the Milestone Fee are is non-refundable and will not be considered as an advance payment on royalties payable under clause 9.28.2. No part of the Minimum Sum will be refundable or applicable to succeeding Licence Years. 9.8 8.6 The Minimum Sum and the Milestone Fee will be indexed to the RPI and each Minimum Sum and Milestone will be increased (or decreased, if appropriate) by the percentage change in the RPI between the date of this agreement and: (a) in the case of any Minimum Sum, the last day of the Licence Vear Year to which it relates; and (b) in the case of any Milestone Fee, the date on which the Milestone to which it relates is achieved. 9.9 8.7 The licensee Licensee may supply a commercially reasonable quantity of licensed Licensed Products for promotional sampling provided that the number of Licensed Products supplied for promotional sampling shall not be greater than 5% of total number of units of each Licensed Product sold leased or licensed by the Licensee in any Quart erQuarter. Except as set out in this clauseIsis acknowledges and agrees, however, that Licensee may provide bundled solutions to Licensee’s strategic partners, which bundled solutions shall not incur a royalty charge until placed into production and used by the Licensee must not accept or solicit any non-monetary consideration when Marketing Licensed Products or when issuing sub-licences of the Licensed Technology without the prior written consent of QUILicensee’s strategic partner. 9.10 8.8 The licensee Licensee will make all payments in pounds sterling or any currency replacing pounds sterling in its entirety. 9.11 For entirety based on 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 the average of the applicable closing mid rates quoted by the Financial Times as published in London on: (a) the first Business Day of each month during Wall Street Journal on the quarter just closed; or (b) for payments under clause 9.5 only, the first Business Day of the month in which day prior to the payment was received by the Licenseebeing executed. 9.12 8.9 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 Isis with a Certificate of Tax Deduction at the time end of payment to OUIthe financial year as appropriate, by tax jurisdiction. 9.13 8.10 In the event that full payment of any amount due from the Licensee to OUI Isis 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 eight per cent (8%) per annum over the base rate for the time being of Barclays Bank pieplc. 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. 9.14 8.11 If the Licensed Product is of a description covered by the Medicines Access Policy, the Licensee shall adhere to the requirements ofthe of the Medicines Access Polic y.Policy.

Royalties and Other Payments. 9.1 OUI 7.1 Licensor will invoice the Licensee for the Signing Fee shortly after signature of this agreement and the Licensee must settle the invoice within thirty (3060) days of receipt. 9.2 7.2 The Licensee will pay to OUI Licensor a royalty equal to the applicable Royalty Rate on all Net Sales of Licensed Products. The Licensee will also pay to OUI a royalty equal to the Royalty Rate on any sums received from a sub-licensee to meet an obligation under the terms of a sub-licence to pay a minimum sum over and above the actual royalties due to be paid by that sub-licensee on sales of Licensed Products. 9.3 Following expiration or revocation of the last Valid Claim covering a Licensed Product is Marketed the Step Down Royalty Rate shall apply to such Licensed Products. 9.4 7.3 In the event that the royalties paid to OUI Licensor under clause 9.2 8.2 do not amount to at least the Minimum Sum, the Licensee must make up the difference between the royalties paid under clause 9.2 8.2 and the Minimum Sum in each Licence Year where a Minimum Sum applies. 9.5 7.4 The Licensee will pay to OUI Licensor a royalty equal to the Fee Income Royalty Rate on all up-front, milestone milestone, minimum sum and other one-off payments (other than payments made solely received by the Licensee from a third party which, in accordance with the terms under which those payments are received, may only be used by the Licensee in relation to research provided by the Licenseeand development of a Licensed Product) received by the Licensee under or in connection with all sub-licences and other contracts options granted by the Licensee with respect to the Licensed TechnologyTechnology excluding royalties paid to the Licensee by a sub-licensee based on net sales of Licensed Product. The Licensee will pay each such royalty within thirty (30) days after its receipt of the payment to which the royalty relates. 9.6 7.5 The licensee Licensee will notify QUI Licensor as soon as possible after it or any sub-licensee achieves any Milestone, and pay to OUI Licensor the Milestone Fee in respect of each Milestone within thirty (30) days of the date on which each Milestone is achieved by the Licensee or a sub-licensee. 9.7 7.6 The Signing Fee and the Milestone Fee are non-refundable and will not be considered as an advance payment on royalties payable under clause 9.28.2. No part of the Minimum Sum will be refundable or applicable to succeeding Licence Years. 9.8 The Minimum Sum and 7.7 If a Licensed Product Marketed by the Milestone Fee Licensee is re-Marketed by an Affiliate, the royalty on each such Licensed Product will be indexed calculated on the highest of the prices at which it is Marketed or re-Marketed. The Licensee will pay to Licensor a royalty equal to the RPI and each Minimum Sum and Milestone will be increased (or decreased, if appropriate) Fee Income Royalty Rate on any sum received by any sub-licensee that is an Affiliate where a royalty equal to the Fee Income Royalty Rate would have been due on that sum under clause 8.4 had it been received directly by the percentage change in the RPI between the date of this agreement and: (a) in the case of any Minimum Sum, the last day of the Licence Vear to which it relates; and (b) in the case of any Milestone Fee, the date on which the Milestone to which it relates is achievedLicensee. 9.9 7.8 The licensee Licensee or any of its sub-licensees may supply a commercially reasonable quantity of licensed Licensed Products for promotional sampling provided that the number of Licensed Products supplied for promotional sampling shall not be greater than 5% of the total number of units of each Licensed Product sold sold, leased or licensed by the Licensee in any Quart erQuarter. Except as set out in this clause, the Licensee must not accept or solicit any non-monetary consideration when Marketing or otherwise transferring Licensed Products or when issuing sub-licences of the Licensed Technology without the prior written consent of QUILicensor. 9.10 7.9 The licensee Licensee will make all payments in pounds sterling or any currency replacing pounds sterling in its entiretyentirety unless the parties agree otherwise. 9.11 7.10 For the purposes of calculating any amount payable by the Licensee to OUI Licensor in a currency other than pounds sterling (or replacement currency), the Licensee shall apply an exchange rate equivalent to the average of the applicable closing mid rates quoted by the Financial Times as published in London on: (a) 7.10.1 the first Business Day of each month during the quarter Quarter just closed; or (b) 7.10.2 for payments under clause 9.5 8.4 only, the first Business Day of the month in which the payment was received by the Licensee. 9.12 7.11 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 Licensor with a Certificate of Tax Deduction at the time of payment to OUILicensor. 9.13 7.12 In the event that full payment of any amount due from the Licensee to OUI Licensor 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 eight five per cent (85%) per annum over the base rate for the time being of Barclays Bank pieplc. 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. 9.14 If the Licensed Product is of a description covered by the Medicines Access Policy, the Licensee shall adhere to the requirements ofthe Medicines Access Polic y.

Royalties and Other Payments. 9.1 OUI will invoice 8.1 Following the Covid-19 Public Health Emergency Period the Licensee for will pay to OUI: 8.1.1 the Signing Licence Fee shortly after signature of this agreement and the Licensee must settle the invoice within thirty (30) days of receiptreceipt of an invoice from OUI. 9.2 The Licensee will pay to OUI 8.1.2 a royalty equal to the applicable Royalty Rate on all Net Sales of Licensed Products. The Products that exceed the Royalty Threshold and the Licensee will also pay to notify OUI a royalty equal to as soon as possible after it achieves the Royalty Rate on any sums received from a sub-licensee to meet an obligation under the terms of a sub-licence to pay a minimum sum over and above the actual royalties due to be paid by that sub-licensee on sales of Licensed Products.Threshold; and 9.3 Following expiration or revocation of the last Valid Claim covering a Licensed Product is Marketed the Step Down Royalty Rate shall apply to such Licensed Products. 9.4 In the event that the royalties paid to OUI under clause 9.2 do not amount to at least the Minimum Sum, the Licensee must make up the difference between the royalties paid under clause 9.2 and the Minimum Sum in each Licence Year where a Minimum Sum applies. 9.5 The Licensee will pay to OUI 8.1.3 a royalty equal to the Fee Income Royalty Rate on all up-front, milestone milestone, minimum sum and other one-off payments made after the end of the Covid-19 Public Health Emergency Period (other than payments made solely received by the Licensee from a third party which, in accordance with the terms under which those payments are received, may only be used by the Licensee in relation to research provided by the Licenseeand development of a Licensed Product) received by the Licensee under or in connection with all sub-licences and other contracts options granted by the Licensee with respect to the Licensed TechnologyTechnology excluding royalties paid to the Licensee by a sub-licensee based on net sales of Licensed Product; and 8.1.4 a royalty equal to the Sublicensing Royalty Rate on any royalties paid to the Licensee by a sub-licensee after the end of the Covid-19 Public Health Emergency Period based on sales of Licensed Products by a sub-licensee, where the Fee Income Royalty Rate is not payable under clause 8.5. 8.2 Following expiration or revocation of the last Valid Claim covering a Licensed Product in a country in which the 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 Product, the Step Down Rate (as defined below) shall apply on a country-by-country basis to the applicable Royalty Rate of such Licensed Products. For the purposes of this clause 8.2, the “Step Down Rate” shall be [****]. 8.3 The Licensee will pay to OUI the Exit Fee on the occurrence of an Exit Event and the obligation to do so will survive the termination or expiry of this agreement provided that the Licensee may buy out the right for OUI to receive the Exit Fee at any time by paying OUI the Exit Buy Out Amount. The Licensee will pay each such royalty within thirty (30) days after its receipt of the payment to which the royalty relates. 9.6 The licensee will notify QUI OUI as soon as possible after it or signs head of terms for any sub-licensee achieves any MilestoneExit Event, and in any event at least thirty (30) days prior to an Exit Event and will pay to OUI the Milestone Exit Fee in respect of each Milestone within thirty (30) days of the date on which each Milestone the Exit Event is achieved by the Licensee or a sub-licenseecompleted. 9.7 8.4 The Signing Licence Fee and the Milestone Exit Fee are non-refundable and will not be considered as an advance payment on royalties payable under clause 9.2. No part of 8.1.2. 8.5 If a Licensed Product Marketed by the Minimum Sum Licensee is re-Marketed by an Affiliate, the royalty on each such Licensed Product will be refundable or applicable calculated [****]. The Licensee will pay to succeeding Licence YearsOUI a royalty equal to the Fee Income Royalty Rate on any sum received by any sub-licensee that is an Affiliate where a royalty equal to the Fee Income Royalty Rate would have been due on that sum under clause 8.1.3 had it been received directly by the Licensee. 9.8 8.6 The Minimum Sum and the Milestone Fee will be indexed to the RPI and each Minimum Sum and Milestone will be increased (Licensee or decreased, if appropriate) by the percentage change in the RPI between the date any of this agreement and: (a) in the case of any Minimum Sum, the last day of the Licence Vear to which it relates; and (b) in the case of any Milestone Fee, the date on which the Milestone to which it relates is achieved. 9.9 The licensee its sub-licensees may supply a commercially reasonable quantity of licensed Licensed Products for promotional sampling provided that the number of Licensed Products supplied for promotional sampling shall not be greater than 5[****]% of the total number of units of each Licensed Product sold sold, leased or licensed by the Licensee in any Quart erQuarter. Except as set out in this clause, the Licensee must not accept or solicit any non-monetary consideration when Marketing or otherwise transferring Licensed Products or when issuing sub-licences of the Licensed Technology without the prior written consent of QUIOUI. 9.10 8.7 The licensee Licensee will make all payments in pounds sterling or any currency replacing pounds sterling in its entiretyentirety unless the parties agree otherwise. 9.11 8.8 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 the average of the applicable closing mid rates quoted by the Financial Times as published in London [****] on: (a) 8.8.1 the first Business Day of each month during the quarter Quarter just closed; or (b) 8.8.2 for payments under clause 9.5 8.1.3 only, the first Business Day of the month in which the payment was received by the Licensee. 9.12 8.9 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 time of payment to OUI. 9.13 8.10 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 eight [****] per cent (8[****]%) per annum over the base rate for the time being of Barclays Bank pie[****]. 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[****]. 9.14 If the Licensed Product is of a description covered by the Medicines Access Policy, 8.11 Except as expressly set out in this agreement the Licensee shall adhere not be required to make any payments directly to OUSST in connection with this agreement. The parties acknowledge and agree that the requirements ofthe Medicines Access Polic y.payments set out in this clause 8 to OUI are made by the Licensee for the benefit of both Licensors and OUI shall pay to OUSST [****] percent ([****]%) of Net Receipts.