Common use of Royalty Adjustment Clause in Contracts

Royalty Adjustment. The following royalties adjustments will apply: (a) With respect to any Licensed Product manufactured, used, sold, offered for sale, or imported during the Royalty Term in any country of the Territory either (i) in which there is a Valid Claim of a GlobeImmune Licensed Product that covers or claims the manufacture, use, sale, offer for sale, or importation of such Licensed Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by-country basis) and in which country any Generic Version of such Licensed Product is sold by any Third Party (other than a [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Sublicensee) or (ii) in which there is no Valid Claim of a GlobeImmune Licensed Patent that covers or claims the manufacture, use, sale, offer for sale, or importation of such Licensed Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by- country basis) but such Licensed Product uses GlobeImmune Licensed Know-How, the amount payable on sales of such Licensed Product in such country shall be [*]. In the event of any such adjustment, such adjustment shall be applied with respect to sales in the applicable country beginning on the date that the foregoing conditions in this Section 6.3.2 are satisfied, and to the rate that then is, or thereafter, becomes in effect, and ending upon the earlier of the expiration of the applicable Royalty Term or the date upon which the foregoing conditions in this Section 6.3.2 cease to be satisfied. (b) If, during the Term, Celgene, its Affiliates or its Sublicensees are obligated to pay royalties to a Third Party under an agreement with respect to the sales of a Licensed Product in any country in the Territory (a “Third Party Royalty Payment”), the royalties payable under Section 6.3, in each case with respect to such Licensed Product in such country in the Territory, shall be [*]; provided, however, [*]; and provided further [*].

Royalty Adjustment. The following royalties adjustments will apply: If (aA) With respect there are no Voyager Product-Specific Patent Rights, Genzyme Patent Rights or Joint Collaboration Patent Rights that could be reasonably asserted against Competitive Infringement in the Genzyme Territory, for any reason other than the unwillingness of Genzyme to consent to such assertion of any Licensed Product manufacturedJoint Collaboration Patent Rights or Genzyme Patent Rights, usedand (B) there are Voyager Platform Patent Rights that could be reasonably be asserted against Competitive Infringement, soldbut Voyager refuses to, offered for sale, or imported during the Royalty Term in any country of the Territory either as applicable (i) either permit Genzyme to assert or itself assert such Voyager Platform Patent Rights against such Competitive Infringement in which there is a Valid Claim of a GlobeImmune Licensed Product that covers or claims the manufactureGenzyme Territory, use, sale, offer for sale, or importation of such Licensed Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by-country basis) and in which country any Generic Version of such Licensed Product is sold by any Third Party (other than a [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Sublicensee) or (ii) in which there is no Valid Claim of defend a GlobeImmune Licensed Patent that covers or claims the manufacture, use, sale, offer for sale, or importation of such Licensed Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by- country basis) but such Licensed Product uses GlobeImmune Licensed Know-How, the amount payable on sales of such Licensed Product in such country shall be CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. In A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Challenge Action relating to the event of any such adjustment, such adjustment shall be applied with respect to sales Voyager Platform Patent Rights in the applicable country beginning on Genzyme Territory; then the date that the foregoing conditions in this Section 6.3.2 are satisfied, and to the rate that then is, or thereafter, becomes in effect, and ending upon the earlier of the expiration of the applicable Royalty Term or the date upon which the foregoing conditions in this Section 6.3.2 cease royalties to be satisfied. paid by Genzyme to Voyager pursuant to Section 12.4 (b) IfRoyalties Payable to Voyager), during the Term, Celgene, its Affiliates or its Sublicensees are obligated to pay royalties to a Third Party under an agreement with respect to the sales of a applicable Licensed Product in any country in the Genzyme Territory where such Competitive Infringement or Challenge Action exists, as applicable, shall be reduced to [***] percent ([***]%) of the amounts otherwise payable pursuant to Section 12.4 (Royalties Payable to Voyager) following the date that a “Third Party Royalty Payment”), the royalties payable under Section 6.3, in each case with respect to such Licensed Step-Down Product is first commercially available in such country in the Genzyme Territory, shall be [*]; provided, however, [*]; and provided further [*].

Royalty Adjustment. The following royalties adjustments will apply: (a) With respect to any Licensed Product manufactured, used, sold, offered for sale, or imported during the Royalty Term in any country of the Territory either (i) in which there is a Valid Claim of a GlobeImmune Licensed Product that covers or claims the manufacture, use, sale, offer for sale, or importation of such Licensed Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by-country basis) and in which country any Generic Version of such Licensed Product is sold by any Third Party (other than a [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. Sublicensee) or (ii) in which there is no Valid Claim of a GlobeImmune Licensed Patent that covers or claims the manufacture, use, sale, offer for sale, or importation of such Licensed Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by- country basis) but such Licensed Product uses GlobeImmune Licensed Know-How, the amount payable on sales of such Licensed Product in such country shall be [*]. In the event of any such adjustment, such adjustment shall be applied with respect to sales in the applicable country beginning on the date that the foregoing conditions in this Section 6.3.2 are satisfied, and to the rate that then is, or thereafter, becomes in effect, and ending upon the earlier of the expiration of the applicable Royalty Term or the date upon which the foregoing conditions in this Section 6.3.2 cease to be satisfied. (b) If, during the Term, Celgene, its Affiliates or its Sublicensees are obligated to pay royalties to a Third Party under an agreement with respect to the sales of a Licensed Product in any country in the Territory (a “Third Party Royalty Payment”), the royalties payable under Section 6.3, in each case with respect to such Licensed Product in such country in the Territory, shall be [*]; provided, however, [*]; and provided further [*].

Royalty Adjustment. The following royalties adjustments will apply: (a) With respect If there are no Valid Claims within the [***] Patents that claim [***] SPC-3649 Product sold in a particular country, the Santaris Patent Royalty set forth above shall be reduced to any Licensed Product manufactured, used, sold, offered for sale, or imported during the Royalty Term in any country [***] of the Territory either (i) Santaris Patent Royalty rates above in which there is such countries where a Pending Claim within the [***] Patents claims [***] has not yet been issued. For the avoidance of doubt, for such Pending Claims, Santaris shall pay Regulus [***] of the Santaris Patent Royalty set forth in the table above, and shall pay the remaining [***] of the Santaris Patent Royalty into an escrow account, until such time as a Valid Claim of a GlobeImmune Licensed Product within the [***] Patents issues that covers or claims the manufacture, use, [***] being sold in the country of sale, offer for sale, or importation provided that such Valid Claim must issue within [***] years of such Licensed date of First Commercial Sale of an SPC-3649 Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by-country basis) and in which country any Generic Version of such Licensed Product is sold by any Third Party (other than a [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Sublicensee) or (ii) in which there is no Valid Claim of a GlobeImmune Licensed Patent that covers or claims the manufacture, use, sale, offer for sale, or importation of such Licensed Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by- country basis) but such Licensed Product uses GlobeImmune Licensed Know-How, the amount payable on sales of such Licensed Product in such country shall be [*]“Royalty Tail Period”). In the event of such Valid Claim issues during the Royalty Tail Period, (i) the escrow account and any such adjustment, such adjustment interest thereon shall be applied paid to Regulus and (ii) Santaris will pay the full Santaris Patent Royalty in such countries starting only from the date of such issuance of the Valid Claim and shall not owe any Santaris Patent Royalty in such countries for any preceding period. In the event that no such Valid Claim issues during the Royalty Tail Period, then the escrowed amounts and any interest thereon shall be returned to Santaris and any obligations Santaris may have had with respect to sales the Pending Claims shall cease. If Santaris maintains sole control over such escrow account then Santaris shall be solely responsible for the costs and expenses associated with maintaining such escrow account, otherwise Santaris and Regulus shall be mutually responsible for the costs and expenses associated with maintaining such escrow account; provided, that the Parties must mutually agree (such agreement not to be unreasonably withheld) before taking any action that would cause Santaris to lose sole control of such escrow account. If a Valid Claim within the [***] Patents that [***] issues after the Royalty Tail Period, then Santaris will pay Regulus the full Santaris Patent Royalty in such countries starting only from the date of such issuance of the Valid Claim and shall not owe any Santaris Patent Royalty in such countries for any preceding period. Prosecution and Maintenance of Xxxxxx Patents At Regulus’ expense, Regulus shall (but shall not be obligated to) control and be responsible for all aspects of the Prosecution, Maintenance, enforcement and defense of all Xxxxxx Patents No Challenge Santaris covenants to Regulus that pursuant to the Santaris Option to take a license to the [***] Patents, that during the term of the Santaris Option and any license agreement granted thereunder, solely with respect to claims within the Regulus Patent Rights to the [***] Patents that are to be included in the applicable country beginning on license to be granted to Santaris pursuant to the date that the foregoing conditions terms set forth in this Section 6.3.2 are satisfiedExhibit H, and to the rate that then is, or thereafter, becomes in effect, and ending upon the earlier of the expiration of the applicable Royalty Term or the date upon which the foregoing conditions in this Section 6.3.2 cease to be satisfied. (b) If, during the Term, CelgeneSantaris, its Affiliates or its Sublicensees are obligated will not, in the U.S. or any other Major Country, (a) commence or otherwise voluntarily determine to pay royalties participate in (other than as may be necessary or reasonably required to assert a cross-claim or a counter-claim or to respond to a Third Party under court request or order or administrative law request or order) any action or proceeding, challenging or denying the validity of any claim within an agreement with respect to issued patent or patent application within the sales of a Licensed Product in any country in the Territory (a “Third Party Royalty Payment”), the royalties payable under Section 6.3, in each case with respect to such Licensed Product in such country in the Territory, shall be [*]; provided**] Patents, howeveror (b) direct, support or actively assist any other Person (other than as may be necessary or reasonably required to assert a cross-claim or a counter-claim or to respond to a court request or order or administrative law request or order) in bringing or prosecuting any action or proceeding challenging or denying the validity of any claim within an issued patent or patent application within the [*]; **] Patents. For purposes of clarification, any breach of these terms will be a material breach of the license granted to Santaris, and provided further [*]will be grounds for termination by Regulus of the license.

Royalty Adjustment. The following royalties adjustments will apply: If there are no Valid Claims within the Regulus Patents that [...***...] an SPC-3649 Product sold in a particular country, the GSK Patent Royalty set forth in Section 5.5.1 shall be reduced to [...***...] percent (a[...***...]%) With respect to any Licensed Product manufactured, used, sold, offered for sale, or imported during the Royalty Term in any country of the Territory either GSK Patent Royalty rates above in such countries where a Pending Claim within the Regulus Patents claims [...***...] an SPC-3649 Product has not yet been issued. For the avoidance of doubt, for such Pending Claims, GSK shall pay Regulus [...***...] percent (i[...***...]%) of the GSK Patent Royalty set forth in which there is Section 5.5.1 above, and shall pay the remaining [...***...] percent ([...***...]%) of the GSK Patent Royalty into an escrow account, until such time as a Valid Claim of a GlobeImmune Licensed Product within the Regulus Patents issues that covers or claims [...***...] an SPC-3649 Product being sold in the manufacture, use, country of sale, offer for sale, or importation provided that such Valid Claim must issue within [...***...] years of such Licensed date of First Commercial Sale of an SPC-3649 Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by-country basis) and in which country any Generic Version of such Licensed Product is sold by any Third Party (other than a [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Sublicensee) or (ii) in which there is no Valid Claim of a GlobeImmune Licensed Patent that covers or claims the manufacture, use, sale, offer for sale, or importation of such Licensed Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by- country basis) but such Licensed Product uses GlobeImmune Licensed Know-How, the amount payable on sales of such Licensed Product in such country shall be [*]“Royalty Tail Period”). In the event of such Valid Claim issues during the Royalty Tail Period, (i) the escrow account and any such adjustment, such adjustment interest thereon shall be applied with respect paid to sales Regulus and (ii) GSK will pay the full GSK Patent Royalty in the applicable country beginning on such countries starting only from the date that the foregoing conditions in this Section 6.3.2 are satisfied, and to the rate that then is, or thereafter, becomes in effect, and ending upon the earlier of such issuance of the expiration of Valid Claim and shall not owe any GSK Patent Royalty in such countries for any preceding period. In the applicable Royalty Term or the date upon which the foregoing conditions in this Section 6.3.2 cease to be satisfied. (b) If, event that no such Valid Claim issues during the TermRoyalty Tail Period, Celgene, its Affiliates or its Sublicensees are obligated then the escrowed amounts and any interest thereon shall be returned to pay royalties to a Third Party under an agreement GSK and any obligations GSK may have had with respect to the sales of a Licensed Product in any country in the Territory (a “Third Party Royalty Payment”), the royalties payable under Section 6.3, in each case with respect to Pending Claims shall cease. If GSK maintains sole control over such Licensed Product in such country in the Territory, escrow account then GSK shall be [solely responsible for the costs and expenses associated with maintaining such escrow account, otherwise GSK and Regulus shall be *]**Confidential Treatment Requested mutually responsible for the costs and expenses associated with maintaining such escrow account; provided, howeverthat the Parties must mutually agree (such agreement not to be unreasonably withheld) before taking any action that would cause GSK to lose sole control of such escrow account. If a Valid Claim within the Regulus Patents that [...***...] an SPC-3649 Product issues after the Royalty Tail Period, [*]; then GSK will pay Regulus the full GSK Patent Royalty in such countries starting only from the date of such issuance of the Valid Claim and provided further [*]shall not owe any GSK Patent Royalty in such countries for any preceding period.

Royalty Adjustment. 3.1 The following royalties adjustments will applyparties have agreed to establish the Royalty Rate for the Derivative Products at what they believe would be agreed between unrelated parties dealing at arm's length in the same circumstances. 3.2 If the Minister of National Revenue or his authorized representatives or any similar authority should assess or reassess either or both of the parties on the basis that a Royalty Rate should be different than that established by the parties, then the Royalty Rate shall be deemed to be determined as follows: (a) With respect to any Licensed Product manufactured, used, sold, offered for sale, or imported during such amount as may be agreed upon by the Royalty Term in any country parties and all of the Territory either (i) in which there is a Valid Claim of a GlobeImmune Licensed Product that covers or claims the manufacture, use, sale, offer for sale, or importation of such Licensed Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by-country basis) and in which country any Generic Version of such Licensed Product is sold by any Third Party (other than a [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Sublicensee) or (ii) in which there is no Valid Claim of a GlobeImmune Licensed Patent that covers or claims the manufacture, use, sale, offer for sale, or importation of such Licensed Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by- country basis) but such Licensed Product uses GlobeImmune Licensed Know-How, the amount payable on sales of such Licensed Product in such country shall be [*]. In the event of any such adjustment, such adjustment shall be applied with respect to sales in the applicable country beginning on the date that the foregoing conditions in this Section 6.3.2 are satisfied, and to the rate that then is, or thereafter, becomes in effect, and ending upon the earlier of the expiration of the applicable Royalty Term or the date upon which the foregoing conditions in this Section 6.3.2 cease to be satisfied.relevant government tax authorities; or (b) Ifin the absence of any agreement pursuant to paragraph (a) above, during such amount as may be determined by a court having jurisdiction in the Termmatter (after all appeal rights have been exhausted or all times for appeal have expired without appeals having been filed) to be the Royalty Rate. 3.3 If at any time after the commencement of this agreement, Celgene, its Affiliates or its Sublicensees are obligated to pay royalties to either of the parties undertakes a Third Party under an agreement transfer pricing study with respect to the sales Royalty for a Derivative Product and the results of a Licensed Product in any country in the Territory study indicate that the Royalty should be adjusted to comply with the arm's length requirement for "transactions" between related parties (a “Third Party Royalty Payment”the "Proposed Adjustments"), the royalties payable under Section 6.3other party may agree to make the Proposed Adjustments or reject the Proposed Adjustments stating its reasons for rejecting the Proposed Adjustments. After considering the other party's reasons for rejecting the Proposed Adjustments, in each case if any, the first party may propose Amended Proposed Adjustments or obtain the opinion of an independent third party expert on the matter. The other party shall: (a) accept the Amended Proposed Adjustments; or (b) reach some other agreement on the adjustments to the Royalty within forty-five (45) days of receiving the Amended Proposed Adjustments; or (c) accept the opinion of the third party independent expert. 3.4 Either party may request on reasonable notice a review and re-negotiation of the Royalty Rate for a Derivative Product. Upon such a request being made, the parties agree to conduct such a review and re-negotiation. 3.5 Where the Royalty Rate is adjusted pursuant to sections 3.2, 3.3 or 3.4, the parties will make whatever payments or refunds are required to fully implement the terms of the adjustment from the date it is effective. 3.6 Each of the parties shall bear their own costs with respect to such Licensed any actions taken by a party under this section 3. SCHEDULE "C" QUARTERLY ROYALTY REPORT For the quarter commencing ____________________, _______, and ending _____________________ 1. Derivative Product in such country in the Territorylicensed, shall be [*]; provided, however, [*]; sold and provided further [*].distributed 2. Net Gross Revenue 3. Royalty Fee

Royalty Adjustment. The following royalties adjustments will apply: If there are no Valid Claims within the Regulus Patents that [***] an SPC-3649 Product sold in a particular country, the GSK Patent Royalty set forth in Section 5.5.1 shall be reduced to [***] percent (a[***]%) With respect to any Licensed Product manufactured, used, sold, offered for sale, or imported during the Royalty Term in any country of the Territory either GSK Patent Royalty rates above in such countries where a Pending Claim within the Regulus Patents claims [***] an SPC-3649 Product has not yet been issued. For the avoidance of doubt, for such Pending Claims, GSK shall pay Regulus [***] percent (i[***]%) of the GSK Patent Royalty set forth in which there is Section 5.5.1 above, and shall pay the remaining [***] percent ([***]%) of the GSK Patent Royalty into an escrow account, until such time as a Valid Claim of a GlobeImmune Licensed Product within the Regulus Patents issues that covers or claims [***] an SPC-3649 Product being sold in the manufacture, use, country of sale, offer for sale, or importation provided that such Valid Claim must issue within [***] years of such Licensed date of First Commercial Sale of an SPC-3649 Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by-country basis) and in which country any Generic Version of such Licensed Product is sold by any Third Party (other than a [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Sublicensee) or (ii) in which there is no Valid Claim of a GlobeImmune Licensed Patent that covers or claims the manufacture, use, sale, offer for sale, or importation of such Licensed Product (as determined on a Licensed Product-by-Licensed Product basis and a country-by- country basis) but such Licensed Product uses GlobeImmune Licensed Know-How, the amount payable on sales of such Licensed Product in such country shall be [*]“Royalty Tail Period”). In the event of such Valid Claim issues during the Royalty Tail Period, (i) the escrow account and any such adjustment, such adjustment interest thereon shall be applied with respect paid to sales Regulus and (ii) GSK will pay the full GSK Patent Royalty in the applicable country beginning on such countries starting only from the date that the foregoing conditions in this Section 6.3.2 are satisfied, and to the rate that then is, or thereafter, becomes in effect, and ending upon the earlier of such issuance of the expiration of Valid Claim and shall not owe any GSK Patent Royalty in such countries for any preceding period. In the applicable Royalty Term or the date upon which the foregoing conditions in this Section 6.3.2 cease to be satisfied. (b) If, event that no such Valid Claim issues during the TermRoyalty Tail Period, Celgene, its Affiliates or its Sublicensees are obligated then the escrowed amounts and any interest thereon shall be returned to pay royalties to a Third Party under an agreement GSK and any obligations GSK may have had with respect to the sales of a Licensed Product in any country in the Territory (a “Third Party Royalty Payment”), the royalties payable under Section 6.3, in each case with respect to Pending Claims shall cease. If GSK maintains sole control over such Licensed Product in such country in the Territory, escrow account then GSK shall be [*]solely responsible for the costs and expenses associated with maintaining such escrow account, otherwise GSK and Regulus shall be mutually responsible for the costs and expenses associated with maintaining such escrow account; provided, however, that the Parties must mutually agree (such agreement not to be unreasonably withheld) before taking any action that would cause GSK to lose sole control of such escrow account. If a Valid Claim within the Regulus Patents that [*]; **] an SPC-3649 Product issues after the Royalty Tail Period, then GSK will pay Regulus the full GSK Patent Royalty in such countries starting only from the date of such issuance of the Valid Claim and provided further [*]shall not owe any GSK Patent Royalty in such countries for any preceding period.