Common use of ROYALTIES AND REIMBURSEMENT Clause in Contracts

ROYALTIES AND REIMBURSEMENT. The Licensee agrees to pay the IC a noncreditable, nonrefundable license issue royalty as set forth in Appendix C. The Licensee agrees to pay the IC a minimum annual royalty as set forth in Appendix C. The Licensee agrees to pay the IC earned royalties as set forth in Appendix C. The Licensee agrees to pay the IC benchmark royalties as set forth in Appendix C. A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses; or the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights. On sales of Licensed Products by the Licensee made in other than an arms‑length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC prior to the effective date of this Agreement, the Licensee shall pay the IC, as an additional royalty, within sixty (60) days of the IC’s submission of a statement and request for payment to the Licensee, an amount equivalent to the unreimbursed patent expenses previously paid by the IC. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC on or after the effective date of this Agreement, the IC, at its sole option, may require the Licensee: to pay the IC on an annual basis, within sixty (60) days of the IC's submission of a statement and request for payment, a royalty amount equivalent to these unreimbursed expenses paid during the previous calendar year(s); to pay these unreimbursed expenses directly to the law firm employed by the IC to handle these functions. However, in this event, the IC and not the Licensee shall be the client of the law firm; or under exceptional circumstances, the Licensee may be given the right to assume responsibility for the preparation, filing, prosecution, or maintenance of any patent application or patent included with the Licensed Patent Rights. In that event, the Licensee shall directly pay the attorneys or agents engaged to prepare, file, prosecute, or maintain these patent applications or patents and shall provide the IC with copies of each invoice associated with these services as well as documentation that these invoices have been paid.

ROYALTIES AND REIMBURSEMENT. The Licensee agrees to pay the IC a noncreditable, nonrefundable license issue royalty as set forth in Appendix C. The Licensee agrees to pay the IC a minimum annual royalty as set forth in Appendix C. The Licensee agrees to pay the IC earned royalties as set forth in Appendix C. The Licensee agrees to pay the IC benchmark royalties as set forth in Appendix C. The Licensee agrees to pay the IC sublicensing royalties as set forth in Appendix C. A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses; or the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights. On sales of Licensed Products by the Licensee to sublicensees or on sales made in other than an arms‑length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC prior to the effective date of this Agreement, the Licensee shall pay the IC, as an additional royalty, within sixty (60) days of the IC’s submission of a statement and request for payment to the Licensee, an amount equivalent to the unreimbursed patent expenses previously paid by the IC. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC on or after the effective date of this Agreement, the IC, at its sole option, may require the Licensee: to pay the IC on an annual basis, within sixty (60) days of the IC's submission of a statement and request for payment, a royalty amount equivalent to these unreimbursed expenses paid during the previous calendar year(s); to pay these unreimbursed expenses directly to the law firm employed by the IC to handle these functions. However, in this event, the IC and not the Licensee shall be the client of the law firm; or under exceptional circumstances, the Licensee may be given the right to assume responsibility for the preparation, filing, prosecution, or maintenance of any patent application or patent included with the Licensed Patent Rights. In that event, the Licensee shall directly pay the attorneys or agents engaged to prepare, file, prosecute, or maintain these patent applications or patents and shall provide the IC with copies of each invoice associated with these services as well as documentation that these invoices have been paid.

ROYALTIES AND REIMBURSEMENT. The Licensee agrees to pay the IC a noncreditable, nonrefundable license issue royalty as set forth in Appendix C. The Licensee agrees to pay the IC a nonrefundable minimum annual royalty as set forth in Appendix C. The Licensee agrees to pay the IC earned royalties as set forth in Appendix C. The Licensee agrees to pay the IC benchmark royalties as set forth in Appendix C. The Licensee agrees to pay the IC sublicensing royalties as set forth in Appendix C. A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses; , or the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights. On sales of the Licensed Products by the Licensee to sublicensees or on sales made in other than an arms‑length arm’s‑length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length arm’s‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC prior to the effective date of this Agreement, the Licensee shall pay the IC, as an additional royalty, within sixty (60) days of the IC’s submission of a statement and request for payment to the Licensee, an amount equivalent to the these unreimbursed patent expenses previously paid by the IC. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC on or after the effective date of this Agreement, the IC, at its sole option, may require the Licensee: to pay the IC on an annual basis, within sixty (60) days of the IC's ’s submission of a statement and request for payment, a royalty amount equivalent to these unreimbursed expenses paid during the previous calendar year(s); to pay these unreimbursed expenses directly to the law firm employed by the IC to handle these functions. However, in this event, the IC and not the Licensee shall be the client of the law firm; or under exceptional in limited circumstances, the Licensee may be given the right to assume responsibility for the preparation, filing, prosecution, or maintenance of any patent application or patent included with the Licensed Patent Rights. In that event, the Licensee shall directly pay the attorneys or agents engaged to prepare, file, prosecute, or maintain these patent applications or patents and shall provide the IC with copies of each invoice associated with these services as well as documentation that these invoices have been paid.

ROYALTIES AND REIMBURSEMENT. The Licensee agrees to pay the IC NIH a noncreditable, nonrefundable license issue royalty as set forth in Appendix C. C within one-hundred and eighty (180) days of achieving a Liquidity Event. This obligation shall survive any termination or expiration of the Agreement. The Licensee agrees to pay the IC NIH a nonrefundable minimum annual royalty as set forth in Appendix C. The Licensee agrees to pay the IC NIH earned royalties as set forth in Appendix C. The Licensee agrees to pay the IC benchmark NIH sublicensing royalties as set forth in Appendix C. A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses; , or the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights. On sales of Licensed Products by the Licensee to sublicensees or on sales made in other than an arms‑length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC prior to NIH on or after the effective date of this Agreement, the Licensee agrees to pay the NIH within sixty (60) days of the NIH’s submission of a statement and request for payment, a royalty amount equivalent to fifty percent (50%) of these unreimbursed expenses. Upon achievement of the earliest of the following triggering event: (i) Liquidity Event; (ii) grant of a sublicense; (iii) First Commercial Sale; or (iv) the third anniversary of the effective date of the Agreement, the Licensee shall pay the ICNIH, as an additional royaltyroyalties, within sixty (60) days of the ICNIH’s submission of a statement and request for payment to the Licensee, an amount equivalent to the unreimbursed patent expenses previously paid by the IC. With regard to : All unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC NIH prior to the effective date of this Agreement; The remaining unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the NIH on or after the effective date of this Agreement, Agreement up until the IC, at its sole option, may require the Licensee: to pay the IC on an annual basis, within sixty (60) days date of the IC's submission triggering event; and One-hundred percent (100%) of a statement and request for payment, a royalty amount equivalent to these the unreimbursed expenses paid during the previous calendar year(s); to pay these unreimbursed expenses directly to the law firm employed by the IC to handle these functions. However, in this event, NIH on or after the IC and not the Licensee shall be the client date of the law firm; or under exceptional circumstances, the Licensee may be given the right to assume responsibility for triggering event associated with the preparation, filing, prosecution, or and maintenance of any all patent application or patent applications and patents included with within the Licensed Patent Rights. In that event, the Licensee shall directly pay the attorneys or agents engaged to prepare, file, prosecute, or maintain these patent applications or patents and shall provide the IC with copies of each invoice associated with these services as well as documentation that these invoices have been paid.

ROYALTIES AND REIMBURSEMENT. The Licensee agrees to pay the IC NIH a noncreditable, nonrefundable license issue royalty as set forth in Appendix C. The Licensee agrees to pay the IC NIH a minimum annual royalty as set forth in Appendix C. The Licensee agrees to pay the IC NIH earned royalties as set forth in Appendix C. The Licensee agrees to pay the IC NIH benchmark royalties as set forth in Appendix C. A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses; or the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights. On sales of Licensed Products by the Licensee made in other than an arms‑length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC NIH prior to the effective date of this Agreement, the Licensee shall pay the ICNIH, as an additional royalty, within sixty (60) days of the ICNIH’s submission of a statement and request for payment to the Licensee, an amount equivalent to the unreimbursed patent expenses previously paid by the ICNIH. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC NIH on or after the effective date of this Agreement, the ICNIH, at its sole option, may require the Licensee: to pay the IC NIH on an annual basis, within sixty (60) days of the ICNIH's submission of a statement and request for payment, a royalty amount equivalent to these unreimbursed expenses paid during the previous calendar year(s); to pay these unreimbursed expenses directly to the law firm employed by the IC NIH to handle these functions. However, in this event, the IC NIH and not the Licensee shall be the client of the law firm; or under exceptional circumstances, the Licensee may be given the right to assume responsibility for the preparation, filing, prosecution, or maintenance of any patent application or patent included with the Licensed Patent Rights. In that event, the Licensee shall directly pay the attorneys or agents engaged to prepare, file, prosecute, or maintain these patent applications or patents and shall provide the IC NIH with copies of each invoice associated with these services as well as documentation that these invoices have been paid.

ROYALTIES AND REIMBURSEMENT. The Licensee agrees to pay the IC NIH a noncreditable, nonrefundable license issue royalty as set forth in Appendix C. The Licensee agrees to pay the IC NIH a nonrefundable minimum annual royalty as set forth in Appendix C. The Licensee agrees to pay the IC NIH earned royalties as set forth in Appendix C. The Licensee agrees to pay the IC NIH benchmark royalties as set forth in Appendix C. The Licensee agrees to pay the NIH sublicensing royalties as set forth in Appendix C. A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses; , or the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights. On sales of the Licensed Products by the Licensee to sublicensees or on sales made in other than an arms‑length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC NIH prior to the effective date of this Agreement, the Licensee shall pay the ICNIH, as an additional royalty, within sixty (60) days of the ICNIH’s submission of a statement and request for payment to the Licensee, an amount equivalent to the these unreimbursed patent expenses previously paid by the ICNIH. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC NIH on or after the effective date of this Agreement, the ICNIH, at its sole option, may require the Licensee: to pay the IC NIH on an annual basis, within sixty (60) days of the IC's NIH’s submission of a statement and request for payment, a royalty amount equivalent to these unreimbursed expenses paid during the previous calendar year(s); to pay these unreimbursed expenses directly to the law firm employed by the IC NIH to handle these functions. However, in this event, the IC NIH and not the Licensee shall be the client of the law firm; or under exceptional in limited circumstances, the Licensee may be given the right to assume responsibility for the preparation, filing, prosecution, or maintenance of any patent application or patent included with the Licensed Patent Rights. In that event, the Licensee shall directly pay the attorneys or agents engaged to prepare, file, prosecute, or maintain these patent applications or patents and shall provide the IC NIH with copies of each invoice associated with these services as well as documentation that these invoices have been paid.

ROYALTIES AND REIMBURSEMENT. The Licensee agrees to pay the IC a noncreditable, nonrefundable license issue royalty as set forth in Appendix C. C within one-hundred and eighty (180) days of achieving a Liquidity Event. This obligation shall survive any termination or expiration of the Agreement. The Licensee agrees to pay the IC a nonrefundable minimum annual royalty as set forth in Appendix C. The Licensee agrees to pay the IC earned royalties as set forth in Appendix C. The Licensee agrees to pay the IC benchmark sublicensing royalties as set forth in Appendix C. A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that: the application has been abandoned and not continued; the patent expires or irrevocably lapses; , or the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency. No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights. On sales of Licensed Products by the Licensee to sublicensees or on sales made in other than an arms‑length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms‑length transaction, based on sales of like quantity and quality products on or about the time of this transaction. With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC prior to on or after the effective date of this Agreement, the Licensee agrees to pay the IC within sixty (60) days of the IC’s submission of a statement and request for payment, a royalty amount equivalent to fifty percent (50%) of these unreimbursed expenses. Upon achievement of the earliest of the following triggering event: (i) Liquidity Event; (ii) grant of a sublicense; (iii) First Commercial Sale; or (iv) the third anniversary of the effective date of the Agreement, the Licensee shall pay the IC, as an additional royaltyroyalties, within sixty (60) days of the IC’s submission of a statement and request for payment to the Licensee: All unreimbursed expenses associated with the preparation, an amount equivalent to filing, prosecution, and maintenance of all patent applications and patents included within the unreimbursed patent expenses previously Licensed Patent Rights and paid by the IC. With regard IC prior to the effective date of this Agreement; The remaining unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC on or after the effective date of this Agreement, Agreement up until the IC, at its sole option, may require date of the Licensee: to pay triggering event; and One-hundred percent (100%) of the unreimbursed expenses paid by the IC on an annual basis, within sixty (60) days or after the date of the IC's submission of a statement and request for payment, a royalty amount equivalent to these unreimbursed expenses paid during the previous calendar year(s); to pay these unreimbursed expenses directly to the law firm employed by the IC to handle these functions. However, in this event, the IC and not the Licensee shall be the client of the law firm; or under exceptional circumstances, the Licensee may be given the right to assume responsibility for triggering event associated with the preparation, filing, prosecution, or and maintenance of any all patent application or patent applications and patents included with within the Licensed Patent Rights. In that event, the Licensee shall directly pay the attorneys or agents engaged to prepare, file, prosecute, or maintain these patent applications or patents and shall provide the IC with copies of each invoice associated with these services as well as documentation that these invoices have been paid.