Common use of Royalty Payments Clause in Contracts

Royalty Payments. 6.1 During the TERM of this Agreement, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During the TERM of this Agreement, as partial In consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) the grant of the license by ARIAD under this Agreement, and (ii) the Licensed Technology and Orphan Drug Designation provided and/or transferred hereunder, and subject to the other terms of this Agreement (including the remainder of this Section 4), Bellicum shall pay to ARIAD royalty on annual Net Sales for such Licensed Product at the percentage rates as follows: (a) subject to Section 4.1.2(b) and (c) below, commencing on the date of the First Commercial Sale of each Licensed Product in each country in the Territory and continuing until expiration of the Primary License Term with respect to such Licensed Product: (b) if either (x) the only remaining Valid Claim with respect to such Licensed Product in a country is a claim in Patent Rights covering the […***…]-MTA Technologies and there is Competition or (y) all Valid Claims covering the composition of matter of such Licensed Product or any component thereof, or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency use in the LICENSED TERRITORY under the LICENSED PATENTSLicensed Field of such Licensed Product or any component thereof, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted have expired but the Primary License Term with regard to such third party for Licensed Product in such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, has not expired and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13there is no Competition, then the following provisions royalty rates shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during instead apply until the pendency end of the PATENT CHALLENGE and shall remain payable Primary License Term with regard to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results such Licensed Product in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE.such country: (c) In If all Valid Claims covering the event that composition of matter of such a PATENT CHALLENGE Licensed Product or any component thereof, or the use in the Licensed Field of such Licensed Product or any component thereof, in such country have expired but the Primary License Term with regard to such Licensed Product has not expired and there is successfulCompetition, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement then in consideration of the factual Licensed Technology and legal basis for Orphan Drug Designation provided and/or transferred hereunder, the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE following royalty rates shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter instead apply until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid Primary License Term with regard to YALE such Licensed Product in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence country: Following expiration of the failure of LICENSEE Primary License Term with regard to make any payment when duea Licensed Product in a country, Bellicum shall have a fully paid up, perpetual, irrevocable license under Section 2.1.1 with regard to such Licensed Product in such country.

Royalty Payments. 6.1 During (a) Licensee, pursuant to their respective region in the TERM of this AgreementTerritory, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty Licensor royalties on Net Sales of [***] percent (all Products in the Territory which shall be calculated by multiplying the Net Sales of such Products by [***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation , plus the royalties which Licensor is obliged to pay royalties under this Article 6.1 shall be imposed only on the original sale in respect of any individual LICENSED PRODUCT Commercialization of the Products to any Third Party with the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event exception that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce Licensee shall pay the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will any Net Sales of the Product MTX110 in the Territory which shall be calculated by multiplying the Net Sales by [***]. 6.1.4 Notwithstanding % plus the foregoingroyalties which Licensor is obliged to pay in respect of any Commercialization of the Products to Novartis Pharma AG in accordance with the Novartis Agreement and (ii) for any other Products, in no event shall if the operation total of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES royalties payable to YALE being reduced to less than [***] percent (as aforesaid would exceed [***]%). 6.1.5 Should , the Parties shall discuss the issue in good faith. The rates determined aforesaid shall in this Article hereafter be called the "Royalty Rate". If the Parties cannot agree a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 rate for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or Products which fall into sub-paragraph (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the worldabove, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs such Products shall be [***] during deemed to not be the pendency subject of a licence hereunder. For clarity, the obligation of Licensee to pay the Royalty Rate for the given Product as set forth in this Article 8.3 shall remain effective until expiry of the PATENT CHALLENGE and last to expire of a Patent which would be infringed by the Development, Manufacture or Commercialization of the Product in question. Following such expiry the obligation of Licensee to pay the Royalty Rate for the given Product as set forth in this Article 8.3 shall remain payable to YALE when dueeffective until the First Commercial Sale of a Competing Product, upon which occurrence such royalty rate shall be halved. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such the Licensee or a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination Designated Party sells or supplies or otherwise deals in Products as part of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES combination product, the Parties shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement negotiate in good faith the proportion of the factual sales price of such product on which a royalty should be paid and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on event of a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until dispute the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement matter shall be paid referred to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment dispute resolution under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when dueArticle 14.

Royalty Payments. 6.1 During the TERM of this Agreement, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to Running royalties payable by either Party under this Section 7 shall be used to reduce the running royalties paid by LICENSEE to YALE payable on a COMBINATION PRODUCTquarterly basis, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from days after the end of each calendar quarter Calendar Quarter, based upon the aggregate Licensee Net Sales or Licensor Net Sales (March 31, June 30, September 30 and December 31as applicable) during such Calendar Quarter. Only one royalty payment shall be due on Licensee Net Sales or Licensor Net Sales (as applicable) even though the sale or use of the Licensed Product may be covered by more than one Patent Right or item of Know How in a country. - 37 - of - 75 - (ii) At the request of the Party obligated to pay royalties (the “paying party”), beginning the Parties shall meet and confer in good faith with respect to which, if any, invoices shall be issued by the first calendar quarter party entitled to receive royalties (the “payment receiving party”) to the paying party in connection with payments owed by the paying party to the payment receiving party under this Section 7. (iii) Each royalty payment hereunder shall be accompanied by a statement in sufficient detail to allow for the calculation of royalties due hereunder, including by showing, to the extent possible, country-by country and broken out by month (v) invoiced sales and Licensee Net Sales or Licensor Net Sales (as applicable), (w) the number of units of Licensed Product sold in such country during such Calendar Quarter and the country(ies) in which NET SALES occur. Unless YALE requests otherwisesuch Licensed Product was Manufactured, LICENSEE shall report all EARNED ROYALTIES and other payments accruing (x) a detailed breakdown of any deductions from the invoiced sales to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars obtain Licensee Net Sales or Licensor Net Sales ($[***]as applicable) in any given quarter until the earlier of (1y) the end amount of royalties due on such Licensee Net Sales or Licensor Net Sales (as applicable), and (z) for the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreemententire applicable territory, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent aggregated annual Licensee Net Sales or Licensor Net Sales ([***]%as applicable) above the prime rate in effect at Citibank on the due to date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During (a) In consideration for the TERM licenses granted herein, including the use of the Patents, Scynexis Inventions (including Joint Inventions) and Scynexis Know-how, and subject to the terms and conditions of this Agreement, R-Pharm shall pay to Scynexis a royalty, commencing on the First Commercial Sale by R-Pharm or its Affiliates, on a country-by-country and Product-by-Product basis, for sales of Product in the Territory, in an amount equal to [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as partial amended. (i) In consideration for the LICENSEexclusive rights granted herein, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES the aggregate Net Sales by R-Pharm and its Affiliates of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale all units of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim Product that fall within the LICENSED PATENTS. 6.1.2 In claims of Patents issued in a relevant country within the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is Territory and continuing until the lesser of later of: (i) [***], twelve (12) years from the first Registration of the Product in such country within the Territory; or (ii) [***]. 6.1.3 The multiplier the last to be used to reduce expire of the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS Patents in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to within the sales of LICENSED PRODUCTS therein.Territory; and 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any In consideration for the non-exclusive rights granted herein [*] of the aggregate Net Sales by R-Pharm and its AFFILIATES or SUBLICENSEES assists another party Affiliates of all units of Product that do not fall within the claims of Patents issued in bringing a PATENT CHALLENGE anywhere relevant country within the Territory and continuing until [*] from the first Registration of the Product in such country within the Territory. For the avoidance of doubt Parties acknowledge and agree that in the world, and (iii) YALE does countries within the Territory where R-Pharm shall pay the royalty payments for the exclusive rights the royalty payments for the non-exclusive rights shall not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when duepaid. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments Payments due under this Agreement Section 6.3 shall be paid deemed to YALE in United States Dollarsaccrue when Product is shipped or billed, whichever event shall first occur. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence Securities and Exchange Commission pursuant to Rule 406 of the failure Securities Act of LICENSEE to make any payment when due1933, as amended.

Royalty Payments. 6.1 During the TERM (1) Royalties shall accrue when Licensed Products are delivered, invoiced and paid by a third party other than an Affiliate of this AgreementLICENSEE to LICENSEE; or if not delivered, as partial consideration for the LICENSEinvoiced and paid to LICENSEE or to an Affiliate, when delivered, invoiced and paid by a third party to a Sublicensee of LICENSEE and reported by Sublicensee to LICENSEE. (2) LICENSEE shall pay to YALE an earned royalty of royalties [***] percent (on or before [***] of each [***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 . Each such payment shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim for earned royalties accrued within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, or (ii) AS AMENDED. LICENSEE’S most recently completed [***]. 6.1.3 The multiplier to (3) LICENSEE shall pay any withholding taxes levied by any national, federal, state or local authority on such earned royalties as required by law and provide UNIVERSITY with appropriate documentation of such tax payment. LICENSEE shall use Commercially Reasonable Efforts to: (i) avoid or minimize any such withholding; and (ii) take advantage of any double taxation treaty as may be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]available. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 4) In the event that any patent or patent claim within Patent Rights is (i) LICENSEE either held invalid in a final decision by a patent office from which no appeal or additional patent prosecution has been or can be taken in any country of its AFFILIATES the Territory, or SUBLICENSEES brings by a PATENT CHALLENGE anywhere in the worldcourt of competent jurisdiction and last resort and from which no appeal has or can be taken, or (ii) the LICENSEE is under no obligation to seek for patent protection in such country on the terms and conditions hereof and has indeed abstained from requesting or any enforcing such patent protection, in case of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) only to the extent Licensed Products are not produced in a country in which there exists such patent protection; all obligations to pay royalties based solely on that patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision in such country of the Territory. LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in totalhowever, exceed [***] Dollars be relieved from paying any royalties which ($[***]x) in any given quarter until accrued before the earlier date of (1) such final decision invalidating such patent or patent claim within the end of the calendar yearPatent Rights, or (2y) the quarter upon which the cumulative accrued royalties are based on another patent or claim not involved and other payments exceed [***] Dollars ($[***])not affected by such final decision. 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During the TERM of 3.2.1 As additional consideration for entering into this Agreement, as partial consideration for the LICENSE, LICENSEE Kos shall pay to YALE an earned USL a royalty of [***] percent ([***]%) *********** of worldwide cumulative NET SALES Net Sales by Kos of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The Licensed Products sold in the Territory. USL agrees that Kos' obligation to pay royalties under this Article 6.1 the ** royalty on Net Sales of Licensed Products shall be imposed limited to only those countries in which USL maintains a valid and enforceable Licensed Patent. 3.2.2 As additional consideration for entering into this Agreement, during the period commencing on the original sale effective date of any individual LICENSED PRODUCT to this Agreement and ending on the end-user thereoffourth anniversary of such date, and Net Sales by Kos of a Niaspan(R) Product in the royalty United States shall be imposed only once on such sale regardless included in the Net Sales of Licensed Products in the United States irrespective of whether such LICENSED PRODUCT the Niaspan(R) Product is covered by more than one patent a claim within in a Licensed Patent; provided that Kos' payment or agreement to pay a royalty on Net Sales of any Niaspan(R) Product shall not be deemed or construed to be an admission by Kos, and shall not serve as the LICENSED PATENTS. 6.1.2 In basis for an inference, that the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by makingmanufacture, having madedistribution, usinguse, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***]importation, or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid sale by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives Kos of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including Niaspan(R) Product infringes any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results claim contained in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States DollarsLicensed Patent. In the event that conversion from foreign currency USL exercises its rights under a Licensed Patent pursuant to clause (iii) of Section 2.3, Kos shall not be obligated to pay any royalty on such sales of any Niaspan(R) Product THE COMPANY HAS OMITTED CERTAIN CONFIDENTIAL INFORMATION FROM THIS DOCUMENT. ASTERISKS DENOTE SUCH OMISSIONS. unless such product otherwise constitutes a Licensed Product and Kos is required in calculating obligated under Section 3.2.1 to pay a payment royalty on such sales of such product. 3.2.3 The four year royalty payments on "Niaspan(R) Products" (Section 3.2.2) and, during the four year period commencing on the effective date of this Agreement and ending on the earlier to occur of the fourth anniversary of such date or the date on which USL exercises its rights under a Licensed Patent pursuant to clause (iii) of Section 2.3, the "Minimum Royalty Payments" (Section 3.3) shall be due and payable regardless of the status or the continued existence of the Licensed Patents, and the right to receive such payments is a material inducement to cause USL to enter into this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During the TERM of this Agreement, as partial (a) Licensed Products for [***]. In consideration for the LICENSElicense(s) granted herein [***], LICENSEE Ulthera shall pay GTS on a quarterly basis a royalty payment of [***] percent ([***]%) on Net Sales of each Licensed Product [***]; provided, however, that Ulthera’s obligation to YALE pay any such royalties shall terminate, in any case, when all the GTS Patent Rights expire. (b) Licensed Products for [***]. In consideration for the license(s) granted herein [***], Ulthera shall pay GTS on a quarterly basis: (i) an earned royalty of [***] percent ([***]%) on Net Sales of worldwide cumulative NET SALES each Licensed Product [***] for the [***] following the First Commercial Sale of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES a Licensed Product [***] (the “EARNED ROYALTY[***]”); (ii) an earned royalty of [***] percent ([***]%) on Net Sales of each Licensed Product [***] for the period between [***] to [***] following the [***] (the “[***]”); and (iii) [***] percent ([***]%) on Net Sales of each Licensed Product [***] for the period after [***] and beyond the [***]”, corresponding to the [***] after the [***]); provided, however, that Ulthera’s obligation to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. pay any such royalties shall terminate, in any case, when all the GTS Patent Rights expire. 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on (c) Licensed Products for [***]. In consideration for the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(slicense(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) granted herein [***], or upon Ulthera satisfying all the requirements under Section 2.5(d), Ulthera shall pay GTS on a quarterly basis: (i) an earned royalty of [***] percent ([***]%) on Net Sales of each [***] that [***] falls under the definition of a Licensed Product (hereinafter “[***]”) for the [***] following the First Commercial Sale of a Licensed Product [***] (the “[***]”); (ii) an earned royalty of [***] percent ([***]%) on Net Sales of each [***] for the period between [***] to [***] following the [***] (the “[***]”); and (iii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by ] percent ([***]. 6.1.4 Notwithstanding %) on Net Sales of each [***] for the foregoingperiod after [***] and beyond the [***]”, corresponding to the [***] after the [***]); provided, however, that Ulthera’s obligation to pay any such royalties shall terminate, in no event any case, when all the GTS Patent Rights expire. In consideration for the license(s) granted herein [***], upon Ulthera satisfying all the requirements under Section 2.5(d), Ulthera shall the operation pay GTS on a quarterly basis an earned royalty on [***] of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable a percent to YALE being reduced to be determined, but not less than [***] percent ([***]%) in connection with the negotiation in good faith of the development agreement specified in Section 2.5(d)(iii). 6.1.5 Should a compulsory license be (d) Non-Exclusive License for New GTS Developments and Further GTS Developments. In consideration for any license(s) granted by LICENSEE or an AFFILIATE to a third party under the applicable lawsThird Party Acquirer as set forth in Section 2.1(e)(ii), rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE Third Party Acquirer shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE GTS on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier basis an additional royalty payment of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above on Net Sales of each Licensed Product (which are cumulative and in addition to any other royalty payments already due under Sections 5.1(a) and (b)) [***] that is covered by a Valid Claim of any Patent Rights within the prime rate New GTS Developments. In consideration for any license(s) granted to a Third Party Acquirer as set forth in effect at Citibank Section 2.1(e)(ii), any Third Party Acquirer shall pay GTS on a quarterly basis a further additional royalty payment of [***] percent ([***]%) on Net Sales of each Licensed Product (which are cumulative and in addition to any all royalty payments already due under Sections 5.1(a) and (b) and the [***] percent due dateon Net Sales related to New GTS Developments) [***] that is covered by a Valid Claim of any Patent Rights within the Further GTS Developments. These non-exclusive licenses to Patent Rights within the New GTS Developments and the Further GTS Developments are provided, however, that such Third Party Acquirers obligation to pay any such cumulative and additional [***] percent ([***]%) royalties shall terminate, in any case, if such Third Party Acquirer terminates the non-exclusive license rights granted in Section 2.1(e)(ii), or when all the Patent Rights for the New GTS Developments and Further GTS Developments expire. (e) The royalty payment obligations provided under Section 5.1(a)-(d) are subject to the following: (i) Earned royalties shall be payable on Net Sales of any Licensed Product that is manufactured, used, imported or sold in only those countries having an issued patent with a Valid Claim and shall be paid to GTS. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) Multiple earned royalties shall not be payable due to any Licensed Product being covered by more than one of the GTS Patents Rights, except as set forth in Section 5.1(d). The additional royalties pursuant to Section 5.1(d) shall be [***] with respect to the Patent Rights within the New GTS Developments and the Further GTS Developments. (iii) Ulthera shall have no annual minimum royalty payment of such interest obligations. (iv) The Parties agree that Ulthera shall not foreclose YALE from exercising owe no royalties to Ardent Sound, and any payments owed to Ardent Sound by GTS pursuant to any license or other right it may have as a consequence of the failure of LICENSEE to make any payment when duearrangement between GTS and Ardent Sound shall be paid by GTS.

Royalty Payments. 6.1 During (i) In addition to the TERM of this Agreementconsideration to be provided by Purchaser under Section 1.7(a), as partial consideration for the LICENSE, LICENSEE Purchaser shall pay to YALE an earned Seller a royalty on Net Sales by Purchaser, its Affiliates or sublicenses as set forth in Section 1.7(b)(ii) from the sale of those P2Y12 Receptor Antagonist Products either (A) the [*], or (B) that are [*] or [*] to the P2Y12 Receptor Antagonist Program and [*] by Purchaser, its Affiliate or sublicensee [*] the Effective Date. (ii) Subject to Section 1.7(b)(iii), Purchaser shall pay Seller (by wire transfer to a bank account specified in writing by Purchaser) an amount equal to [*] percent ([***]%) of worldwide cumulative NET SALES the portion of LICENSED PRODUCTS by LICENSEE annual aggregate Net Sales of each P2Y12 Receptor Antagonist Product that are equal to or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more less than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) $[***], or and (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([**]%) of the portion of annual aggregate Net Sales of each P2Y12 Receptor Antagonist Product that are greater than $[*]%). 6.1.5 Should a compulsory license . Such royalty shall be granted by LICENSEE due commencing upon Commercial Launch and ending upon the later to occur of (A) the expiration of the last Valid Claim covering the manufacture, use or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives sale of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, P2Y12 Receptor Antagonist Product or (iiB) LICENSEE or any ten (10) years following Commercial Launch of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement such P2Y12 Receptor Antagonist Product. Royalties due pursuant to Article 13, then the following provisions shall apply. (athis Section 1.7(b) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in paid on a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal quarterly basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [*] after the end of the calendar quarter in which the relevant Net Sales occurred. After launch of P2Y12 Receptor Antagonist Products, if [*], Purchaser shall [*] from of P2Y12 Receptor Antagonist Products during a given calendar quarter, and [*] pursuant to this Section 1.7(b) with respect thereto, within [*] after the end of each calendar quarter (March 31quarter, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed as well as [**] during the [*] Dollars ($commencing upon the [*] following that for which [*] of Net Sales was [*]. (iii) in any given quarter until On or after the earlier of (1) the end [*] anniversary of the calendar yearClosing Date, or (2Purchaser may elect by written notice to Seller to obtain the right to modify the royalty due under Section 1.7(b) the quarter upon which the cumulative accrued royalties and other payments exceed with respect to Net Sales by Purchaser’s licensees of P2Y12 Receptor Antagonist Products within [**] after a Modification Date. If Purchaser makes such election, it shall [*] Dollars ($within [***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During Beginning on the TERM EFFECTIVE DATE of this Agreement, as partial consideration LICENSE AGREEMENT and continuing for the LICENSElife of this LICENSE AGREEMENT, LICENSEE shall will pay to YALE an earned UNIVERSITY a running royalty of [***] percent ([***]%) of worldwide cumulative all NET SALES of LICENSED PRODUCTS by LICENSEE LICENSEE, its AFFILIATES and/or LICENSEE’s or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation AFFILIATES’ sublicensees. LICENSEE shall pay to pay UNIVERSITY said royalties under this Article 6.1 on LICENSED PRODUCTS concurrently with the making of quarterly written reports as provided in Section 4.2 below. For clarity, no multiple royalties on NET SALES of a LICENSED PRODUCT shall be imposed only payable to UNIVERSITY on the original sale of any individual a single LICENSED PRODUCT to the end-user thereofPRODUCT, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT its development, manufacture, use, lease, import, export, offer for sale, sale or practice is or shall be covered by more than one patent claim within of the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 PATENT RIGHTS. Notwithstanding the foregoing, if LICENSEE obtains (or has obtained) one or more licenses under patents or patent applications owned by a third party as reasonably necessary to avoid infringement thereof by the development, manufacture, use, lease, import, export, distribution, offer for sale, and/or sale of any LICENSED PRODUCT, or as reasonably necessary to avoid infringement-related litigation with respect to such patent(s), in no event shall either case as determined by LICENSEE in its sole discretion, and the operation total royalty burden owed by LICENSEE to all of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable its licensors with respect to YALE being reduced to less than such LICENSED PRODUCT exceeds [**]percent ([**]%) of LICENSEE’s aggregate NET SALES for such LICENSED PRODUCT, then LICENSEE may deduct [**] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives ) of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted all payments made to such third party to license such patents or patent applications, from the royalty owing to UNIVERSITY for such country with respect to the sales NET SALES of that LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE PRODUCT under this Agreement other than patent costs Section 3.3, provided that in no event shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments otherwise due under this Agreement shall bear interest until payment at a per annum rate UNIVERSITY be less than [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE royalties that would be payable to make any payment when dueUNIVERSITY were UNIVERSITY the sole licensor with respect to such LICENSED PRODUCT.

Royalty Payments. 6.1 During (a) With respect to the TERM sales of this Agreementeach Product, as partial consideration for the LICENSE, LICENSEE Xcyte shall pay to YALE an earned GI a royalty of [**] of Net Sales of Products sold by Xcyte, its Affiliates and Sublicensees without any Services. (b) With respect to the sales of each Product, Xcyte shall pay GI a royalty of [*] percent of Net Sales of Products by Xcyte, its Affiliates and Sublicensees sold together with one or more Services. (c) With respect to the sales of each Combination Product, Xcyte shall pay GI a royalty of such Combination Product, as follows: (i) [*] of Net Sales of each Combination Product sold by Xcyte, its Affiliates and Sublicensees, if such Combination Product is sold without any Services, and (ii) [**]%) ] of worldwide cumulative NET SALES Net Sales of LICENSED PRODUCTS each Combination Product sold by LICENSEE Xcyte, its Affiliates and Sublicensees, if such Combination Product is sold together with one or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 more Services; provided, in each case, in determining Net Sales of Combination Products, Net Sales shall first be imposed only on calculated in accordance with the original sale definition of any individual LICENSED PRODUCT to Net Sales and then multiplied by a fraction, the end-user thereof, and the royalty shall be imposed only once on such sale regardless numerator of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser current Net Selling Price of Product and the denominator of which is the current Net Selling Price of the Combination Product. If there is no Net Selling Price of Product, then the numerator shall be the fair market value of the Product for the quantity contained in the Combination Product and of the same class, purity and potency, as negotiated in good faith by the parties, or, failing such agreement, as is determined by an appraisal to be conducted by an independent third party mutually agreed to by Xcyte and GI, which determination shall be binding. However, in no event shall the royalty be less than [*] of Net Sales of each Combination Product. (d) In addition to the royalties payable under this Section 5.2, Xcyte shall pay to GI a portion of all compensation, including license fees, advances and other payments of compensation (however characterized), which are owed to Xcyte pursuant to further sublicensing of the rights granted to Xcyte hereunder, as follows: Within 24 months of Effective Date [*] After 24 months after Effective Date [*] [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Notwithstanding the above, it is understood and agreed that Xcyte shall not be obligated to pay to GI any portion of any amounts received from any Sublicensee as payments for research and development activities to be conducted by Xcyte on behalf of such Sublicensee, or amounts received from a Sublicensee for equity, or the license or sublicense of any intellectual property other than the Patents, or products other than the Products, or reimbursement for patent or other expenses. (e) Xcyte and its Affiliates and Sublicensees shall be responsible for any payments due to third parties under licenses or similar agreements entered by Xcyte or its Affiliates or Sublicensees necessary for the manufacture, use or sale of Products. Xcyte may offset one-half of any such payments made by Xcyte or its Affiliates or Sublicensees to third parties against royalties due GI pursuant to Section 5.2(a), (b) and (c) above; provided, GI shall have the right to receive the greater of (i) [***]] the amounts due pursuant to Sections 5.2(a), (b) and (c) above, or (ii) [***]] of Net Sales of Product or Combination Product. 6.1.3 The multiplier to (f) Payments due under this Section 5.2 shall be used to reduce the running royalties paid by LICENSEE to YALE payable on a COMBINATION PRODUCTcountry-by-country and Product-by-Product basis and shall be payable until (i) with respect to Patents owned by GI, defined the expiration of the last-to-expire Valid Claim, and (ii) with respect to Patents subject to the License Agreements, the expiration of the applicable license term, as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]set forth in Section 3.2. 6.1.4 Notwithstanding (g) Regardless of any credits or offsets available to Xcyte under Section 5.2(e) of this Agreement commencing on the foregoingfirst anniversary of the Launch of the first Product in any country, in no event year shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable Xcyte pay to YALE being reduced to GI less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives greater of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE [*] of the royalties due pursuant to Sections 5.2(a), (b) or (c) in any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, year with regard to any Product or (ii) LICENSEE [*] of Net Sales of Product or any of its AFFILIATES Combination Product. Any credits or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere offsets not creditable against royalties in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall applyyear such credit or offset is earned may be carried forward until fully applied. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During the TERM of this Agreement, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***]Royalties shall accrue when Licensed Products are invoiced, or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCTif not invoiced, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreementdelivered. (ii) LICENSEE shall promptly reimburse YALE pay earned royalties [***] on or before February 28 and August 31 of each calendar year. Each such payment shall be for all legal fees and expenses incurred in YALEearned royalties accrued within LICENSEE’s defense against the PATENT CHALLENGEmost recently completed calendar half-year. (ciii) Royalties earned on Net Sales occurring in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income (other than as permitted in the calculation of Net Sales), except that all payments required to be made by LICENSEE in fulfillment of Cornell’s tax liability in any particular country may be credited against earned royalties or fees due Cornell for that country and LICENSEE shall promptly provide Cornell with written documentation evidencing each such payment. LICENSEE shall pay all bank charges resulting from the transfer of such royalty payments. (iv) In the event that either Party engages in (A) any assignment of any of its rights under this Agreement or (B) any corporate migration, redomestication, redomiciliation, reincorporation, or any other transaction or legal scheme which results in the imposition of or increase in any withholding tax on payments pursuant to this Agreement (any such Party which engages in the conduct described above in subclauses (A) or (B), the “Engaging Party”), the Engaging Party (or the resulting successor of any such transaction) agrees to pay additional amounts to the other Party sufficient for such other Party to be in the same net after-tax position in which the other Party would have been if the Engaging Party would not have undertaken such (X) assignment of any of its rights under this Agreement or (Y) corporate migration, redomestication, redomiciliation, reincorporation, or any other transaction or legal scheme. (v) If at any time legal restrictions prevent the prompt remittance of part or all royalties by LICENSEE with respect to any country where a PATENT CHALLENGE Licensed Product is successfulsold or a Sublicense is granted pursuant to this Agreement, LICENSEE will have shall convert the amount owed to Cornell into US currency and shall pay Cornell directly from its US sources of fund for as long as the legal restrictions apply. (vi) In the event that any patent or patent claim within Patent Rights or the Nonexclusive Patent Rights is held invalid in a final decision by a patent office from which no right to recoup any payments made prior to the finalappeal or additional patent prosecution has been or can be taken, non-appealable determination of or by a court of competent jurisdiction. 6.3 Neither LICENSEE nor jurisdiction and last resort and from which no appeal has or can be taken, all obligation to pay royalties based solely on that patent or claim or any of its AFFILIATES or SUBLICENSEES claim patentably indistinct therefrom shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement cease as of the factual and legal basis for date of such final decision. LICENSEE shall not, however, be relieved from paying any royalties that accrued before the challengedate of such final decision, and (c) an identification of all prior art and other matter believed to invalidate any that are based on another patent or claim not involved in such final decision, or that are based on the use of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringedTechnology. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During the TERM of this Agreement, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], ] or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During 7.1 Subject to clause 14.2, Phytopharm shall pay royalties to the TERM Inventor throughout the duration of this Agreement, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty Licence Quarterly within 90 days of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter Quarter at the percentage rates set out below on the Net Sales Value of sales of the Product received by Phytopharm during such Quarter: Ascending Scale --------------- Net Sales Value per Annum Percentage Royalty ------------------------- ------------------ 0-(pound)10,000,000 5% (March 31, June 30, September 30 pound)10,000,001 -(pound)30,000,000 10% (pound)30,000,001 and December 31), beginning in above 15% 7.2 Phytopharm shall keep true and detailed records of revenue achieved through sales of the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES Product by Phytopharm or received by Phytopharm from any Outlicence and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier within ninety days of (1) the end of each Quarter shall deliver to the calendar year, or (2) Inventor an account of such revenue in such Quarter together with payment of the quarter upon which royalties payable to the cumulative accrued royalties and other payments exceed [***] Dollars ($[***])Inventor by Phytopharm in accordance with this clause 7. 6.5 All EARNED ROYALTIES and other 7.3 If a dispute should arise concerning the payments due to be made under the provisions of this Licence, then at the Inventor's reasonable written request, Phytopharm shall supply to the inventor within sixty days of such request a certificate in writing from the auditors of Phytopharm ("the Auditors") certifying the accuracy of the royalty payment calculations under this Agreement Licence (the "Certificate"). If the Auditors should determine that such royalty payments differ by less than [5%] from such payments accounted for to the Inventor under Clause 7.2 the cost of providing the Certificate will be borne by each party in such proportion as the Auditors consider to be fair and reasonable having regard to the size of any discrepancy otherwise the cost shall be paid borne by Phytopharm. 7.4 Phytopharm shall ensure that all books of account and records relevant to YALE in United States Dollars. In sales of Products are open to inspection by the event that conversion from foreign currency is required in calculating a payment under this Agreement, Inventor and [his] duly authorised representatives (to include its auditors) (during normal business hours upon the exchange rate used giving of at least 48 hours prior written notice by the Inventor to Phytopharm for the purpose of verifying the accuracy of any information supplied to the Inventor regarding the sales of Products and the Inventor shall be at liberty to make written representations to the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate Auditors in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence respect of the failure of LICENSEE to make any payment same who shall take into account such representations when dueproducing the Certificate.

Royalty Payments. 6.1 During (a) On an aggregate basis across all Products under this Agreement and during the TERM of this AgreementRoyalty Term, as partial consideration for the LICENSE, LICENSEE Amgen shall pay to YALE an earned royalty Advaxis royalties on Net Sales of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under Products at the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country set forth below with respect to all Net Sales in a given Calendar Year: That portion of Net Sales in any given Calendar Year that is less than or equal to $* *% That portion of Net Sales in any given Calendar Year that is greater than $*, but less than or equal to $* *% That portion of Net Sales in any given Calendar Year that exceeds $* *% * Confidential material redacted and filed separately with the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when dueCommission. (b) If Amgen shall have the PATENT CHALLENGE is inconclusive right (but not the obligation), at its own expense (subject to the reduction provided for by this Section 7.3(c)), for obtaining any licenses from any Third Parties (that are not Sublicensees of Amgen with respect to a Product in such country) to Patents that cover Advaxis Technology or results a Product that Amgen determines may be reasonably necessary or useful to allow Amgen and its Sublicensees to research, develop, conduct clinical trials, obtain Regulatory Approval of, make, have made, use, import, offer for sale, sell, export or otherwise exploit, a given Product in a determination that at least one challenged claim is both valid and infringed, particular country (i) all payments due each such Patent, a “Third Party Patent”). If Amgen obtains such a license to YALE under this Agreement other than patent costs a Third Party Patent, Amgen shall be [entitled to credit ***] % of the royalties, milestones or other payments paid to such Third Party during a Calendar Quarter from the royalty payment otherwise payable by Amgen to Advaxis pursuant to this Section 7.3 with respect to such Product and such country in such Calendar Quarter, subject to Section 7.3(b). If there are any excess amounts that are not deducted and would have been deductible from the royalty payments in a given Calendar Quarter but for the remainder application of the TERM of *% limitation, such excess amounts may be deducted by Amgen in succeeding Calendar Quarter(s) as necessary, still subject to the Agreement. (iilimitation in Section 7.3(d) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred below, until such excess amounts are credited in YALE’s defense against the PATENT CHALLENGEfull. (c) In Notwithstanding the event that foregoing, if a Substitute Product with respect to a Product obtains regulatory approval to market the Substitute Product in a given country, then the royalty rates set forth in this Section 7.3 with respect to Net Sales for such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdictionProduct in such country shall be reduced by *%. 6.3 Neither LICENSEE nor (d) In no event shall any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [royalty payment for Products in any country in any Calendar Quarter be reduced to less than ***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement % of the factual and legal basis for the challenge, and royalty payment otherwise payable by Amgen to Advaxis pursuant to Section 7.3(a) (cbefore taking into account any adjustment pursuant to Section 7.3(b) an identification of all prior art and other matter believed to invalidate any claim or 7.3(c)) as a result of the LICENSED PATENT adjustments under Section 7.3(b) or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]Section 7.3(c). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During the TERM of this Agreement, as partial consideration for the LICENSE, LICENSEE (i) Buyer shall pay a royalty on the applicable portion of annual Net Sales of Products in the Territory at a royalty rate equal to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES Net Sales (the “EARNED ROYALTYEarned Royalties”)) subject to the deductions in clauses (ii) and (iii) below. 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 (ii) In the event that LICENSEE determines that it is necessary Buyer enters into an agreement with a Third Party after the Closing Date in order to obtain a license from under a third party patent right owned or controlled by such Third Party in order a particular country or other jurisdiction which, but for such license, would be infringed by the manufacture, use or sale of such Product in such country or other jurisdiction, Buyer shall be entitled to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of deduct [***] percent (i) [***]%) of all upfront payments, milestone payments, or (iiroyalties actually paid to such Third Party from Earned Royalties that would otherwise be owed under this Section 2.10(c) [***]. 6.1.3 The multiplier with respect to be used to reduce Net Sales in the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCTapplicable country or other jurisdiction; provided, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEEhowever, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, that in no event shall the operation of Articles 6.1.2 Earned Royalties with respect to Net Sales in the applicable country or 6.1.3 result in EARNED ROYALTIES payable to YALE being other jurisdiction be reduced to less by more than [***] percent ([***]%) pursuant to this Section 2.10(c)(ii). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13On a Product by Product and country-by-country basis in the Territory, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs Earned Royalties of a Product in a country shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted reduced by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above if (a) there is no Valid Claim of a Company Patent Right or Patent Right licensed under the prime rate in effect at Citibank on License Agreement that covers the due date. The payment manufacture, use or sale of such interest shall Product in such country, and (b) Regulatory Exclusivity for such Product has expired in such country. For clarity, the total Net Sales in a country may not foreclose YALE from exercising any other right it may have be reduced by more than [***] percent ([***]%) as a consequence result of the failure application of LICENSEE the provisions of Section 2.10(c)(ii) and Section 2.10(c)(iii). (iv) After the expiration of the Royalty Term for a Product in a particular country or other jurisdiction has occurred, the Net Sales from such country or other jurisdiction with respect to make any payment when duesuch Product shall be excluded from annual Net Sales for the purpose of calculating the Earned Royalty. (v) Earned Royalties shall become due and payable [***] following the end of the calendar quarter during which Net Sales first occur, and within [***] of the end of each calendar quarter thereafter for sales during each such calendar quarter. (vi) Within [***] after the end of each calendar quarter following Regulatory Approval of a Product, Buyer shall (i) pay, or cause to be paid, to the Paying Agent, an aggregate amount in cash equal to the amount of the Earned Royalties for such calendar quarter and (ii) furnish to the Parent a written report showing in reasonably specific detail, on a Product-by-Product and country-by-country basis the calculation of Net Sales of a Product sold by Buyer and its Affiliates and Licensees during such calendar quarter and the calculation of Earned Royalties for such calendar quarter. Buyer shall keep complete and accurate records in sufficient detail to enable the Earned Royalties under this Section 2.10(c) to be determined. (vii) Upon [***] advance written notice by the Parent and not more than once in each Calendar Year, Buyer, its Affiliates and Licensees shall permit an independent certified public accounting firm of nationally recognized standing, selected

Royalty Payments. 6.1 During (a) In consideration of the TERM licenses and rights granted to resTORbio hereunder, during the Royalty Term, resTORbio will make royalty payments to Novartis on Net Sales of this AgreementProducts by resTORbio, as partial consideration for its Affiliates and sublicensees, at the LICENSE, LICENSEE shall pay to YALE an earned royalty of rates set forth below: [***] percent [***] % [***] [***] % [***] [***] % [***] [***] % [***] [***] % [***] [***] % (b) For example, if Net Sales in a Calendar Year are $[***]%) , the royalty on such Net Sales will be equal to [***] of worldwide cumulative NET SALES USD $[***], [***]% of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale USD $[***], [***]% of any individual LICENSED PRODUCT to the end-user thereofUSD $[***], [***]% of USD $[***], and the royalty shall be imposed only once on such sale regardless [***]% of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) USD $[***], or (ii) USD $[***]. 6.1.3 The multiplier to (c) Royalties will be used to reduce the running royalties paid by LICENSEE to YALE payable on a COMBINATION PRODUCTProduct-by-Product and country-by-country basis during the Royalty Term for such Product in such country. Following the expiration of the applicable Royalty Term for a Product in a country, defined as a product containing a LICENSED PRODUCT resTORbio licenses under this Agreement with respect to such Product in such country will continue in effect, but will become fully paid-up, royalty-free, transferable, perpetual and one or more additional products containing active ingredients sold together as a single product by LICENSEEirrevocable. For the avoidance of doubt, AFFILIATES or SUBLICENSEES, royalties will be calculated by payable only once with respect to the same unit of Product. (d) Within thirty (30) days after each Calendar Quarter during the term of this Agreement following the First Commercial Sale of a Product, resTORbio will provide to Novartis a Sales & Royalty Report. Novartis will submit an Invoice to resTORbio with respect to the royalty amount shown therein. resTORbio will pay such royalty amount within thirty (30) days after receipt of the Invoice. (e) Notwithstanding anything to the contrary herein, in the event that, with respect to a Product in a specified country, if (i) the Royalty Term for such Product in such country continues solely due to clause (b) or clause (c) of the definition of Royalty Term (i.e., there is no Valid Claim of a Patent Right included in the Novartis Technology Covering the Product), or (ii) a Generic Equivalent exists with respect to such Product in the Field in such country in a Calendar Year, [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During In addition to the TERM of this Agreementpayment obligations specified in Article 5 hereof, Aventis shall pay to Zealand as partial consideration for the LICENSElicense granted in accordance with Article 3 hereof and the option granted in accordance with Article 4 hereof royalties on Net Sales equal to the applicable percentage rate plus Value Added Tax, LICENSEE if applicable, on a country-by-country basis in accordance with and subject to this Article 6 (“Royalty Payments”). The Royalty Payments shall pay be made in Euro and they shall be due and payable semi-annually within sixty (60) days after each Calendar Semester plus Value Added Tax, if applicable: (i) On annual Net Sales less than or equal to YALE an earned royalty of [***]; (ii) On annual Net Sales greater than [***] percent (but less than or equal to [***]%; (iii) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more On annual Net Sales greater than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], but less than or (ii) equal to [***] (iv) On annual Net Sales greater than [***] 6.2 The Royalty Payments pursuant to Article 6.1 hereof shall be payable on a country-by-country basis at the applicable percentage rate as long as the manufacture, marketing, sale and/or distribution of the Product, in the absence of this Agreement, would infringe a Valid Claim. For the avoidance of doubt, Aventis shall only be required to make one single consolidated payment per Calendar Semester year to Zealand. 6.1.3 The multiplier to be used to reduce 6.3 In the running royalties paid by LICENSEE to YALE event that on a COMBINATION PRODUCTcountry-by-country basis there is no Valid Claim of a patent from among the Patents which covers the manufacture, defined as the marketing, the sale and/or distribution of the Product, then no Royalty Payments pursuant to Article 6.1 hereof shall be payable in such country. In the event that on a product containing country-by-country basis there is a LICENSED PRODUCT Valid Claim which covers the manufacture, the marketing, the sale and/or distribution of the Product and one or more additional products containing active ingredients sold together as a single product by LICENSEEcompulsory license is granted to a third party, AFFILIATES or SUBLICENSEES, will then the applicable royalty rate for such country shall be calculated reduced by [***]] percent. 6.1.4 6.4 In case of Article 6.3, first sentence, hereof, the Net Sales achieved in such country shall not be included in the sales band calculation of the Net Sales set forth in Article 6.1 hereof, and in case of Article 6.3, second sentence, hereof, the Net Sales achieved in such country shall be included in the sales band calculation as shown in Annex 02 hereof. 6.5 Notwithstanding anything to the foregoingcontrary contained in this Agreement, in no event after the expiration of the last to expire patent from among the Patents, Aventis shall not be required on a country-by-country basis to make any Royalty Payments as a result of Aventis’ ongoing use of the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than Know-how. [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE Certain information in this document has been omitted and submitted separately to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, Securities and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country Exchange Commission. Confidential treatment has been requested separately with respect to the sales of LICENSED PRODUCTS thereinomitted portions. 6.2 6.6 In case of sales invoiced in a currency other than US-Dollar, the rate to be used in computing Net Sales shall be calculated using the arithmetic average of the spot rates on the last business day of each month of the calendar quarter in which the Net Sales were made. The “Closing mid-point rate” found in the “Dollar spot forward against the Dollar” table as published by the Financial Times (European Edition) or any other publication as agreed to by the Parties shall be used as a source of spot rates to calculate the average as defined in the preceding sentence. 6.7 An example of the calculation of royalties payable in accordance with this is set forth in Annex 02 hereto. 6.8 Aventis shall pay the Royalty Payments no later than sixty (60) days after any Calendar Semester with respect to the Net Sales achieved during such Calendar Semester. 6.9 In the event that (i) LICENSEE or Aventis has exercised the option provided for in Article 4 hereof and commercializes a Product containing a Back-up Compound, then this Article 6 shall apply to any Product containing Back-up Compound and for the purpose of its AFFILIATES or SUBLICENSEES brings calculating Royalty Payments with respect to the Back-up Compound, the Net Sales from sales of the Product containing a PATENT CHALLENGE anywhere in Back-up Compound shall be deemed to be Net Sales from sales of the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in Product containing the worldCompound, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs only one consolidated calculation of Net Sales and Royalty Payments shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when duemade. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During Buyer shall also make quarterly royalty payments to Sellers equal to 5% of Net Sales of the TERM COVID-19 Vaccine, including any Combination Products, for a period of this Agreementfive (5) years following the first commercial sale of the COVID-19 Vaccine or any Combination Product; provided, as partial consideration that such payment shall be reduced to 3% for any Net Sales of the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent COVID-19 Vaccine and any Combination Product above $500 million ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (the “EARNED ROYALTYRoyalty Payments”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***]Within ninety (90) days following the end of each calendar quarter, commencing with the calendar quarter in which the first commercial sale of COVID-19 Vaccine or (ii) [***]. 6.1.3 The multiplier to be used to reduce Combination Product is made, Buyer shall provide the running royalties paid by LICENSEE to YALE on Sellers with a COMBINATION PRODUCT, defined as a product report containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under following information for the applicable lawscalendar quarter: (A) the amount of gross commercial sales of all COVID-19 Vaccine sold by or on behalf of the Buyer, rules(B) an itemized calculation of Net Sales, regulationsincluding a breakdown of Net Sales according to country, guidelinescurrency, or other directives dates of invoices, number and type of COVID-19 Vaccine sold, showing any governmental or supranational agency applicable calculations provided for in the LICENSED TERRITORY under definition of Net Sales, (C) the LICENSED PATENTSamount of gross commercial sales of all Combination Products sold by or on behalf of the Buyer, LICENSEE shall notify YALE(D) an itemized calculation of Net Sales, including a breakdown of Net Sales according to country, currency, dates of invoices, number and type of Combination Product sold, showing any material information concerning applicable deductions provided for in the definition of Net Sales, (E) a calculation of the Royalty Payment due on such compulsory licensesales and (F) the exchange rates, if any, used in determining any of the foregoing calculations. Buyer reserves the right to pay the Royalty Payments in the same currency in which the Net Sales were received by or on behalf of the Buyer. Within ten (10) Business Days following receipt of such report, the Sellers shall prepare and deliver to Buyer a certification by the running royalty rates payable under Article 6.1 for sales Sellers that the Consideration Spreadsheet remains true, correct and complete. Within five (5) Business Days after receipt of LICENSED PRODUCTS in such country will be adjusted certification by the Sellers, Buyer shall deliver to the Sellers cash equal any lower royalty rate granted to such third party for such country the aggregate amount due pursuant to this Section 2.02(c) with respect to the sales Net Sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE COVID-19 Vaccine or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] Combination Product for the remainder of the TERM of the Agreementsuch calendar quarter. (ii) LICENSEE Buyer shall promptly reimburse YALE for all legal fees use commercially reasonable efforts to maintain complete and expenses incurred accurate records covering the sale of the COVID-19 Vaccine and any Combination Product consistent with sound business and accounting principles and practices and in YALE’s defense against such form and in such details as to enable the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of the amounts due to Sellers pursuant to this Section 2.02(c). For a court period of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of one (1) year from the end of the calendar year in which a payment was due hereunder, upon thirty (30) days’ prior notice, Buyer shall make such records relating to such payment available, during regular business hours and not more often than twice each calendar year, or (2) for examination by an independent certified public accountant selected by the quarter upon which Sellers for the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under purposes of verifying compliance with this Agreement and the accuracy of the financial reports and/or invoices furnished pursuant to this Agreement. The results of any such audit shall be shared by the auditor with both the Buyer and the Sellers and shall be considered Confidential Information of both parties. Any amounts shown to be owed to the other shall be paid to YALE within thirty (30) days from the auditor’s report. The Sellers shall bear the full cost of such audit unless the auditor’s report results in United States Dollars. In a discrepancy which exceeds 5%, in which event the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used full cost of such audit shall be borne by the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when dueBuyer.

Royalty Payments. 6.1 During 5.1 In countries where Products are covered by a valid claim (a "Claim") of an issued, unexpired patent under the TERM of this AgreementApollon Patent Rights, as partial consideration for the LICENSEor under a Sublicensed Patent, LICENSEE Centocor shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE Apollon on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) within 45 days after the end of each Quarter, the calendar year"Royalty Amount" (determined in accordance with Section 5.2 below) on sales of such Products sold by Centocor, or (2) the quarter upon any Affiliate of Centocor, to unaffiliated third parties, during such Quarter; which the cumulative accrued royalties payment shall include and other payments exceed [***fully satisfy Centocor's obligations to pay any [ ] Dollars ($[***])on account of such sales pursuant to Section 3.2 hereof. 6.5 All EARNED ROYALTIES and other payments due under this Agreement 5.2 The Royalty Amount shall be paid determined as follows: [ ] [ ] ----------------------------- ----------------------------- [ ] [ ] [ ] [ ] 5.3 In countries where Products which incorporate Apollon Knowhow or Sublicensed Knowhow are not covered by a Claim, Centocor shall pay to YALE Apollon, on a quarterly basis, within 45 days after the end of each Quarter, an amount equal to the [ ] 5.4 Any payment due pursuant to Section 5.1 or 5.3 hereof shall be payable in Dollars without deduction for or on account of any present or future taxes, duties or other charges levied or imposed by any governmental or political authority through withholding or deduction with respect to any such payments to the extent permitted by law (except to the extent any such withholding or deduction for or on account of any United States Dollarsfederal, state or local tax, duty or other charge provides a credit or other benefit to Apollon or is a withholding of tax on or measured by the net income of Apollon). In the event that conversion from foreign currency If any such taxes, duties or other charges are so levied or imposed, or any such withholding or deduction is required by law, Centocor will make additional payments in calculating a such amounts so that every net payment under this Agreement, after any required withholding, deduction or payment for or on account of any such present or future taxes, duties or other charges, will not be less than the exchange rate used amount provided for herein. Centocor shall furnish promptly to Apollon official receipts evidencing such withholding or deduction. Any Net Revenues received in a currency other than Dollars shall be deemed to be equal to the Interbank amount of Dollars obtained by converting the outstanding amount of currency of such Net Revenues into Dollars at the average spot rate for the purchase of Dollars with such currency as quoted by Citibank Xxxxxx Guaranty Trust Company of New York at approximately 9:00 A.M. (New York City time) on the time last 10 business days of the Quarter with respect to which such payment is made. 5.5 Each payment pursuant to Section 5.1 or 5.3 hereof shall be accompanied by a summary of the operations that resulted in such payment. Such report shall be in such detail as Apollon reasonably requests and shall be signed by an officer of Centocor. 5.6 Any payment under Article IV or Section 5.1 or 5.3 hereof, which is not made within fifteen (15) days following the date when due. If overdue, shall accrue interest thereon from and including such date and until but excluding the royalties and any other payments due under this Agreement shall bear interest until date of payment at a rate per annum rate [***] equal to one percent ([***]1%) above the prime rate, as announced by Xxxxxx Guaranty Trust Company of New York for such date (based on a 365-day year) or, if such rate is in effect excess of the rate then permitted by applicable law, at Citibank the highest rate then so permitted. 5.7 Centocor shall keep and maintain, in accordance with generally accepted accounting principles, books of account and other records with respect to Net Revenues and the payments due under Section 5.1 and 5.3. Apollon shall have the right upon prior notice to Centocor, not more than once in each Quarter nor more than once in respect of any Quarter, through an independent public accountant selected by Apollon and acceptable to Centocor, which acceptance shall not unreasonably be refused, to have access during normal business hours to those books and records of Centocor as may reasonably be necessary to verify the accuracy of the payments due under Section 5.1 and 5.3 hereof in respect of any Quarter ending not more than thirty-six (36) months prior to the date of such notice. If such independent public accountant's report shows any underpayment of the payment amounts due to Apollon under Sections 5.1 or 5.3 hereof, within thirty (30) days after Centocor's receipt of such report, Centocor shall remit or shall cause its Affiliate to remit to Apollon (a) the amount of such underpayment and (b) if such underpayment exceeds five percent (5%) of the total of such amounts owed for the Quarter then being reviewed, the reasonable and necessary fees and expenses of such independent accountant performing the audit. Otherwise such fees and expenses shall be borne by Apollon. Any overpayment shall be fully creditable against any future payment amounts due under Section 5.1 or 5.3 hereof. All records and other information required pursuant to this Section 5.7 shall be maintained for a four-year period following the year in which any such Net Revenues were earned or payments due under Section 5.1 and 5.3 were made. The provisions of this Section 5.7 shall survive any termination of this Agreement. 5.8 Centocor's obligation to make payments to Apollon pursuant to Sections 5.1 and 5.3 hereof shall terminate in each country on the due date. The payment later of such interest shall not foreclose YALE from exercising any other right it may have as a consequence (i) the expiration date of the failure of LICENSEE to make any payment when duelast-to-expire issued patent under the Apollon Patent Rights or a Sublicensed Patent which covers the Product; or (ii) December 31, 2014.

Royalty Payments. 6.1 During In the TERM of this Agreementevent that AMRC uses the Licensed ---------------- Technology or any portion thereof, except the MCM Technology discussed in Subsection 4(c), in connection with a DARS satellite system, AMRC shall make royalty payments to WorldSpace or AMSC, as partial consideration for the LICENSEcase may be, LICENSEE shall pay to YALE an earned royalty of as follows. (a) [*****] percent (In connection with the use of the [*****] AMRC shall make the following payments to WorldSpace, on and after the date, if any, that AMRC declares its intention to use the [*****]; (ii) an ongoing quarterly payment equal to one and two-tenths percent (1.2%) of worldwide cumulative NET SALES AMRC's quarterly net revenues determined in accordance with GAAP, payable 45 days after the end of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT each fiscal quarter with respect to the end-user thereofprevious fiscal quarter; and (iii) $0.30 per chipset manufactured employing the MPEG 1,2, and 2.5 Layer 3 Technology, payable 45 days after the royalty shall be imposed only once end of each fiscal quarter with respect to such chipsets manufactured in the previous fiscal quarter. ***** Certain information on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within this page has been omitted and filed separately with the LICENSED PATENTS. 6.1.2 Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. In the event that LICENSEE determines WorldSpace shall be required to pay to Thomson any additional fees relating to AMRC's use of the WorldSpace Licensed Technology, then WorldSpace shall promptly give notice of such fees to AMRC and AMRC shall be liable for and pay such fees. Any such royalties payable to WorldSpace that it is necessary are not paid when due as aforesaid shall accrue interest from the date on which payment becomes due at nine percent (9%) per annum, compounded quarterly, with any payments received being applied first to obtain the oldest quarterly installments and accumulated interest thereon. In the event that the WorldSpace Group should negotiate a license reduction in the royalty payments payable to the owners of certain components of the [*****], then the royalty payments specified in this Subsection 4(a) shall be reduced ---- dollar for dollar (or on an appropriate percentage basis) to reflect any such reduction. (b) [*****] In connection with the use of the [*****], AMRC shall make the following payments to WorldSpace: [*****] per year, payable on January 1 of each year, with the payment for 1998 payable upon signing of this Agreement. Any such royalties payable to WorldSpace that are not paid when due as aforesaid shall accrue interest from a third party in order the date on which payment becomes due at nine percent (9%) per annum, compounded quarterly, with any payments received being applied first to avoid infringing a third party’s patent(sthe oldest annual installments and accrued interest thereon. (c) by making[*****] In connection with the development of the [*****], having madeAMRC shall make the following payments to WorldSpace, usingregardless of the success or failure of the development of the [*****], offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of as follows: (i) [*****], payable upon delivery of such portion of the [*****] as shall be embodied in the [*****] to be supplied to AMRC at or around September 30, 1998 (ii) [***]. 6.1.3 The multiplier to be used to reduce **] per fiscal quarter beginning with the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by first quarter following such delivery until such time that the sum of such quarterly royalty fees equals [*****].; and 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than (iii) [*****] percent (of such costs as may be incurred by WorldSpace relating to the further development of the [***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE **] beyond the [*****] mentioned above, up to a third party maximum additional amount payable by ----- AMRC under this Subsection (iii) equal to [*****]; provided, however, that (x) each of the applicable lawsquarterly royalty fees contemplated by -------- ------- Subsection (c)(ii) shall accrue interest from the first day of the related fiscal quarter at nine percent (9%) per annum, rulescompounded quarterly, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country (y) no payments with respect to the sales quarterly royalty fees contemplated by Subsection (c)(ii) need be made prior to the time that AMRC records quarterly gross revenues in excess of LICENSED PRODUCTS therein. 6.2 [*****], determined in accordance with GAAP, and (z) any ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. payments made with respect to the quarterly royalty fees contemplated by Subsection (c)(ii) shall be allocated first to the oldest quarterly royalty payments and accrued interest thereon (an illustrative schedule of such quarterly royalty payments contemplated under Subsection (c)(ii) is attached hereto as Annex 1); provided, further, that any such royalty fees contemplated ----------------- by Subsection (c)(iii) payable to WorldSpace that are not paid when due as aforesaid shall accrue interest from the date on which payment becomes due at nine percent (9%) per annum, compounded quarterly, with any payments received being applied first to the oldest annual installments and accrued interest thereon. In the event that (i) LICENSEE or any the additional costs to be incurred by WorldSpace relating to the further development of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [*****] during beyond the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth mentioned in Subsection (aiii) precisely which claims and patents above are being challenged or claimed not anticipated by WorldSpace to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($**], then ---- AMRC and WorldSpace shall jointly determine whether costs in excess of [***]) in any given quarter until **] relating to the earlier of (1) the end further development of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above should be incurred and, if so, the prime rate in effect at Citibank on the due date. The manner of payment and financing, if any, of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when duecosts.

Royalty Payments. 6.1 During (a) Subject to this Section 3.3, commencing upon the TERM First Commercial Sale of this Agreementa Product in the Territory, as partial consideration for the LICENSEon a Product-by-Product basis, LICENSEE Buyer shall pay to YALE an earned Seller during the Royalty Term, a non-refundable royalty of [***] percent on annual, worldwide Net Sales of each Product in the Territory ([***]%excluding Net Sales of each Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Product in such country or other jurisdiction has expired) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”)during each Calendar Year. 6.1.1 The (b) Buyer’s obligation to pay royalties under pursuant to this Article 6.1 Section 3.3 shall be imposed only commence, on a country-by-country and Product-by-Product basis, on the original sale First Commercial Sale of any individual LICENSED PRODUCT such Product in such country and end upon the latest to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser occur of (i) [***]] years from the First Commercial Sale of such Product in such country, or (ii) [***]the expiration of the last-to-expire Royalty-Bearing Patent with a Valid Claim covering such Product in such country and (iii) expiration of any Regulatory Exclusivity for such Product in such country (“Royalty Term”). 6.1.3 The multiplier to be used to reduce (c) Notwithstanding Section 3.3(a), if, in any country or other jurisdiction in the running royalties paid by LICENSEE to YALE Territory during the Royalty Term and on a COMBINATION PRODUCTProduct-by-Product and country-by-country basis, defined as at the time of sale of a product containing Product, the Product (i) is not covered by a LICENSED PRODUCT Valid Claim of a Royalty-Bearing Patent in such country or other jurisdiction, and one (ii) is not covered by Regulatory Exclusivity in such country or more additional products containing active ingredients sold together as a single product other jurisdiction, then the applicable royalty rate for royalties payable by LICENSEE, AFFILIATES Buyer to Seller in such country or SUBLICENSEES, will other jurisdiction shall be calculated reduced by [***]. 6.1.4 Notwithstanding . For clarity, there shall be no reduction of the foregoingapplicable royalty rate during any Royalty Term upon expiration of all Valid Claims of Royalty-Bearing Patents in such county or jurisdiction as long as the applicable Product continues to be covered by Regulatory Exclusivity in such jurisdiction, provided that if, in no event any such country or other jurisdiction in the Territory, applicable Law (including jurisprudence and judicial precedent, e.g., patent misuse theory in the United States) requires royalties to be reduced upon expiration of licensed patents in such country, then solely in such country or other jurisdiction, the applicable royalty rate for royalties payable by Buyer to Seller shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being be reduced to less than by [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency as long as Regulatory Exclusivity remains in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory licenseforce, and upon the running royalty rates payable under Article 6.1 for sales expiration of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the worldRegulatory Exclusivity, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be by [***] for the remainder of the TERM of the AgreementRoyalty Term. (iid) LICENSEE Notwithstanding Section 3.3(a), on a Product-by-Product and country-by-country basis during the Royalty Term for such Product, if there is Biosimilar Competition for such Product in such country, the royalty rate provided in Section 3.3(a) for such Product shall promptly reimburse YALE for all legal fees and expenses incurred be reduced in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE country by [***] written notice setting forth (a) precisely commencing the Calendar Quarter in which claims such Biosimilar Competition first exists in such country and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challengeremainder of such Royalty Term. (e) Notwithstanding the foregoing Sections 3.3(c), and (cd), with respect to any Product in any Calendar Quarter during the Royalty Term for such Product, the operation of Sections 3.3(c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT (d) above, individually or which supports the claim that the LICENSED PATENT is in combination, shall not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within reduce by more than [***] from the end amount that would otherwise have been due under Section 3.3(a) with respect to Net Sales of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing such Product during such Calendar Quarter [***]; provided that Buyer may carry forward to YALE on a quarterly basis, but shall defer payments accruing up to YALE that do not, in total, exceed [***] Dollars ($[***]subsequent Calendar Quarters any amounts that it was not able to credit under Section 3.3(e) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment account of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when dueroyalty floor.

Royalty Payments. 6.1 During 7.1 In addition to the TERM foregoing payments, during the Term of this Agreement, as partial consideration for the LICENSE, LICENSEE Licensee shall pay to YALE an earned Licensor a quarterly royalty of (“Royalty”) equal to [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”)the Net Sales in a certain Calendar Year. 6.1.1 The obligation 7.2 With respect to pay royalties under this Article 6.1 shall be imposed only any Calendar Year, [***] for Licensed Product held by Licensee [***] previously paid by Licensee when the [***] (determined on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered [***] basis as defined by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (iUS GAAP) [***]] imposed by the Ministry of Health, or (ii) Labor and Welfare. The [***] will be used to [***]. 6.1.3 The multiplier to be used to reduce 7.3 Notwithstanding the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCTforegoing, defined as a product containing a LICENSED PRODUCT after the last Valid Licensed Patents, are expired, and one or more additional then only if generic/biosimilar products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by are launched which capture [***] percent ([***]. 6.1.4 %) of the market for the Licensed Product, the Royalty shall be [***] percent ([***]%) of the Net Sales commencing with the next month. Notwithstanding the foregoing, the Parties will discuss Royalty rate adjustments in no event case the NHI drug price is not achieved as aimed under Section 5.6. 7.4 Within [***] Business Days from the end of each Calendar Quarter, Licensee shall deliver to Licensor a written report showing its computation of the operation Royalty during such Calendar Quarter including any inventory of Articles 6.1.2 Licensed Product subject to the credit memo under Section 7.2 above, if any. Such report shall state the gross sales of the Licensed Product(s), the amount deducted and the Net Sales for the relevant Calendar Quarter. 7.5 Licensor shall issue and send Licensee an invoice for the Royalty for each of the Calendar Quarter after receiving the report under Section 7.4. Licensee shall pay such Royalty within [***] days of the invoice date, payable in US Dollars. 7.6 Licensee shall keep and cause its sub-licensee(s) to keep complete, true and accurate books and records with respect to the Net Sales, the Royalty payable by Licensee to Licensor under Article 7 and the calculation thereof in sufficient detail to enable the determination of such Royalty. 7.7 Licensor shall have the right during the Term of this Agreement and for a period of [***] thereafter, to have an independent certified public accounting firm, either mutually acceptable to Licensee and Licensor or 6.1.3 result in EARNED ROYALTIES payable nominated by Licensor among the large international accounting firms examine the relevant books and records of the accounts of Licensee, and/or its sub-licensee(s) to YALE being reduced to less determine whether the Royalty has been accurately reported by Licensee for the preceding three (3) years period. Such examination shall not take place more often than one (1) time during each Calendar Year. All expenses for such examination shall be borne by Licensor; provided, however, that Licensee shall reimburse Licensor for all of such expenses if an underpayment of more than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE ) is discovered in Licensee’s reports of the Royalty for the audit period. Licensor shall cause its accounting firm to retain all financial information subject to review under this paragraph in strict confidence, and Licensee shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Licensee regarding such financial information. The accounting firm shall disclose to Licensor only whether the Royalty reports are correct or an AFFILIATE to a third party under not and the applicable laws, rules, regulations, guidelines, or other directives amount of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTSdiscrepancy, LICENSEE if any. Licensor shall notify YALE, including any material treat all such financial information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS thereinas Licensee’s Confidential Information. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During (a) Subject to adjustment as set forth in Sections 4.3(c) and 4.6, and subject to the TERM of this Agreementroyalty reductions specified in Sections 5.2(a) and 5.4(c), as partial consideration for on a Licensed Product-by-Licensed Product basis during the LICENSERoyalty Term applicable to each Licensed Product, LICENSEE Medtronic shall pay to YALE an earned Alnylam royalty in the amount of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) ] on Net Sales of such Licensed Product. [***]. 6.1.3 The multiplier In addition to any royalty set forth in Section 4.3(a) and any reimbursement set forth in Section 3.1(f), during the Royalty Term, Medtronic shall reimburse Alnylam for the amounts payable to Third Parties set forth in Schedule 4.3(b) pursuant to Listed Alnylam Third Party Agreements in respect of the Discovery, Development, manufacture and/or Commercialization of any Licensed Product and/or in respect of the licenses and sublicenses granted by Alnylam to Medtronic in this Agreement with respect to such Licensed Product. Upon reimbursement by Medtronic of such payments made by Alnylam, such reimbursement amounts shall be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by included in [**] for such Licensed Product. The Parties shall cooperate to coordinate such reimbursements by Medtronic in a manner that ensures all amounts payable pursuant to Listed Alnylam Third Party Agreements are paid in a timely manner and otherwise in compliance with such Listed Alnylam Third Party Agreements (i.e., in a manner that does not require Alnylam to pay such amounts to any Third Party prior to receiving such amounts from Medtronic). [**]. 6.1.4 Notwithstanding the foregoingThe royalty with respect to Gross Margin set forth in Section 4.3(a) above shall, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable subject to YALE being Section 4.3(d), be reduced by an amount equal to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted ) of royalties paid by LICENSEE Medtronic to Third Parties in respect of the Discovery, Development, manufacture or an AFFILIATE to a third party Commercialization of such Licensed Product for licenses under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that Blocking Third Party Intellectual Property (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, approved by both Parties and obtained by Medtronic; or (ii) LICENSEE or any entered into as part of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in reasonable settlements approved by Medtronic of actions brought against Medtronic by Third Parties alleging infringement of Blocking Third Party Intellectual Property. For the worldavoidance of doubt, and (iii) YALE does not choose to exercise its rights to terminate this Agreement amounts paid by Medtronic pursuant to Article 13, then the following provisions Section 4.3(b) shall apply. (a) All payments due to YALE not be included in reduction amounts under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when dueSection 4.3(c). (b) If The royalty reductions provided for in Section 4.3(c) shall not reduce the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (iroyalty payable to Alnylam under Section 4.3(a) all payments due to YALE under this Agreement other than patent costs shall be below [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank [**] on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence Net Sales of the failure of LICENSEE to make any payment when duerelevant Licensed Product.

Royalty Payments. 6.1 During (a) In consideration of the TERM licenses and rights to Novartis hereunder, during the applicable Royalty Term, Novartis will make royalty payments to Quark, on a Product-by-Product basis, based on Net Sales of the applicable Product in the Territory by Novartis, its Affiliates and sublicensees, at the applicable rates set forth below. Portion of annual Net Sales of the applicable Product which are less than or equal to US$[*] [*]% Portion of annual Net Sales of the applicable Product which are greater than US$[*] and less than or equal to US$[*] [*]% Portion of annual Net Sales of the applicable Product which are greater than US$[*] and less than or equal to US$[*] [*]% Portion of annual Net Sales of the applicable Product which are greater than US$[*] and less than or equal to US$[*] [*]% Portion of annual Net Sales of the applicable Product which are greater than US$[*] [*]% (b) For example, if Net Sales of a given Product in a calendar year are $[*], the royalty on such Net Sales shall be equal to $[*] (c) Notwithstanding the provisions of Section 8.9(a), for each Calendar Quarter in which there has been any sale of a Product by Novartis, its Affiliates or sublicensees, which, but for the licenses granted under the [*] (and the sub-licenses thereto granted under this Agreement) would infringe an issued patent within the [*] Patent Rights which has not expired or been revoked, or held invalid or unenforceable, and which has not been admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, Novartis shall pay to Quark an additional amount [*] with respect to such sale of such Product under the [*], which shall [*] of Net Sales of such Product in such Calendar Quarter. (d) Unless otherwise provided in this Agreement, as partial consideration for Royalties will be payable on a Product-by-Product and country-by-country basis from First Commercial Sale of such Product in such country until the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser later of (i) [***]the expiration of the last to expire Valid Claim covering the Compound, claiming the Product or claiming the use for which the Product is being sold in such country; (ii) the expiration of Regulatory Exclusivity for the Product in such country; and (iii) ten (10) years from the First Commercial Sale of such Product in such country (“Royalty Term”). Following the Royalty Term on a Product-by-Product and country-by-country basis, the licenses granted to Novartis with respect to the Product shall continue in effect, but become fully paid-up, sub-licensable, royalty-free, transferable, perpetual and irrevocable with respect to such Product and such country, [***]. 6.1.3 The multiplier to (e) For the avoidance of doubt, royalties shall be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country only once with respect to the sales same unit of LICENSED PRODUCTS thereinProduct. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During the TERM of this Agreement, as partial (a) In consideration for the LICENSEagreement by the Lenders to modify the Debentures, LICENSEE the Corporation shall pay cause a royalty per DVD Unit sold to YALE an earned royalty of [***] percent United States or Canadian purchasers ([***]%the "Royalty") of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE to be paid to each Lender in the manner set forth herein and calculated as follows: (1) For the first 120,000 DVD Units sold through direct market sales to United States or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 Canadian purchasers, no Royalty shall be imposed only on payable; (2) For direct market sales of DVD Units to United States or Canadian purchasers in excess of 120,000 DVD Units up to a maximum of 200,000 DVD Units, the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty Royalty shall be imposed only once on such sale regardless 12.5% of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by makinggross proceeds, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser net of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT returns and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, sales or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTSsimilar taxes payable thereon, LICENSEE shall notify YALE, including any material information concerning resulting from each such compulsory license, and the running royalty rates payable under Article 6.1 for DVD Unit sale; and (3) For all direct market sales of LICENSED PRODUCTS DVD Units to United States or Canadian purchasers in such country will excess of 200,000 DVD Units, the Royalty shall perpetually be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency 5.0% of the PATENT CHALLENGE gross proceeds, net of returns and shall remain sales or other similar taxes payable to YALE when duethereon, resulting from each such DVD Unit sale. (b) If The Corporation shall cause payment of the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed,Royalty as follows: (i1) all payments due to YALE under this Agreement other than patent costs The Royalty shall not be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior paid to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basisLenders, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars instead accrue ($[***]the "Accrued Royalties") in any given quarter until the earlier date on which each B Unit Debenture Holder receives payments from the Corporation, whether in the form of payments of principal, interest or royalties, which in the aggregate equal the original principal amount of such holder's B Unit Debenture (1) the end of "B Unit Principal Repayment Date"). From and after the calendar yearB Unit Principal Repayment Date, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement Royalty shall be paid to YALE the Lenders as described below. The Accrued Royalties shall be paid to the Lenders as described in Paragraph 7 of the Debentures (as amended by the Fifth Addendum). (2) The Corporation agrees that it will promptly cause the Fulfillment Corporation utilized by the Corporation in connection with the direct market sales of the DVD Units to United States Dollarsand Canadian purchasers to execute an irrevocable instruction in the form attached hereto as Exhibit 3.(b)(2) (the "Royalty Instruction Letter"). (3) As soon as practicable, but in no event later than two days following the B Unit Principal Repayment Date, the Corporation shall deliver to the Fulfillment Corporation (i) the Schedule A (certified by the Chief Executive Officer or the Chief Financial Officer of the Corporation (each, a "Responsible Officer")) to the Royalty Instruction Letter and (y) a written notice (the "Royalty Notice") directing the Fulfillment Corporation to segregate a portion of the proceeds derived from the sale of each DVD Unit to United States or Canadian purchasers in an amount equal to 5.0% (the "5.0% Retained Portion") of the gross proceeds (net of returns and sales or other similar taxes payable thereon) resulting from each such DVD Unit sale. In the event that conversion from foreign currency is required proceeds of any such sale are in calculating a payment under this AgreementCanadian Dollars, the exchange rate used such proceeds shall be converted by the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due dateFulfillment Corporation into United States Dollars. The payment of such interest shall 5.0% Retained Portion is not foreclose YALE from exercising any other right it may have as a consequence related to the Unit Retained Portion which is separately required to be segregated pursuant to Paragraph 7 of the failure Debenture. (4) The Schedule A to the Royalty Instruction Letter shall set forth (i) each Lender's name and address and (ii) each Lender's Pro Rata Percentage. Each Lender's "Pro Rata Percentage" shall equal the quotient resulting from the division of LICENSEE (i) the Maximum Principal Amount under a particular Lender's Debenture by (ii) the Facility Proceeds. The Corporation shall deliver to make the Fulfillment Corporation a revised Schedule A (certified by a Responsible Officer) to the Royalty Instruction Letter as soon as possible following any payment when dueand all changes in ownership of the Debentures or changes in the number of Debentures outstanding.

Royalty Payments. 6.1 During the TERM of this Agreement, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***]Royalties shall accrue when Licensed Products are invoiced, or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCTif not invoiced, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreementdelivered. (ii) LICENSEE shall promptly reimburse YALE pay earned royalties [***] on or before February 28 and August 31 of each calendar year. Each such payment shall be for all legal fees and expenses incurred in YALEearned royalties accrued within LICENSEE’s defense against the PATENT CHALLENGEmost recently completed calendar half-year. (ciii) Royalties earned on Net Sales occurring in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income (other than as permitted in the calculation of Net Sales), except that all payments required to be made by LICENSEE in fulfillment of Cornell’s tax liability in any particular country may be credited against earned royalties or fees due Cornell for that country and LICENSEE shall promptly provide Cornell with written documentation evidencing each such payment. LICENSEE shall pay all bank charges resulting from the transfer of such royalty payments. (iv) In the event that either Party engages in (A) any assignment of any of its rights under this Agreement or (B) any corporate migration, redomestication, redomiciliation, reincorporation, or any other transaction or legal scheme which results in the imposition of or increase in any withholding tax on payments pursuant to this Agreement (any such Party which engages in the conduct described above in subclauses (A) or (B), the “Engaging Party”), the Engaging Party (or the resulting successor of any such transaction) agrees to pay additional [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. amounts to the other Party sufficient for such other Party to be in the same net after-tax position in which the other Party would have been if the Engaging Party would not have undertaken such (X) assignment of any of its rights under this Agreement or (Y) corporate migration, redomestication, redomiciliation, reincorporation, or any other transaction or legal scheme. (v) If at any time legal restrictions prevent the prompt remittance of part or all royalties by LICENSEE with respect to any country where a PATENT CHALLENGE Licensed Product is successfulsold or a Sublicense is granted pursuant to this Agreement, LICENSEE will have shall convert the amount owed to Cornell into US currency and shall pay Cornell directly from its US sources of fund for as long as the legal restrictions apply. (vi) In the event that any patent or patent claim within Patent Rights or the Nonexclusive Patent Rights is held invalid in a final decision by a patent office from which no right to recoup any payments made prior to the finalappeal or additional patent prosecution has been or can be taken, non-appealable determination of or by a court of competent jurisdiction. 6.3 Neither LICENSEE nor jurisdiction and last resort and from which no appeal has or can be taken, all obligation to pay royalties based solely on that patent or claim or any of its AFFILIATES or SUBLICENSEES claim patentably indistinct therefrom shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement cease as of the factual and legal basis for date of such final decision. LICENSEE shall not, however, be relieved from paying any royalties that accrued before the challengedate of such final decision, and (c) an identification of all prior art and other matter believed to invalidate any that are based on another patent or claim not involved in such final decision, or that are based on the use of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringedTechnology. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During the TERM of this Agreement, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***]Royalties shall accrue when Licensed Products are invoiced, or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCTif not invoiced, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreementdelivered. (ii) LICENSEE shall promptly reimburse YALE pay earned royalties [***] on or before February 28 and August 31 of each calendar year. Each such payment shall be for all legal fees and expenses incurred in YALEearned royalties accrued within LICENSEE’s defense against the PATENT CHALLENGEmost recently completed calendar half-year. (ciii) Royalties earned on Net Sales occurring in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income (other than as permitted in the calculation of Net Sales), except that all payments required to be made by LICENSEE in fulfillment of Cornell’s tax liability in any particular country may be credited against earned royalties or fees due Cornell for that country and LICENSEE shall promptly provide Cornell with written documentation evidencing each such payment. LICENSEE shall pay all bank charges resulting from the transfer of such royalty payments. (iv) In the event that either Party engages in (A) any assignment of any of its rights under this Agreement or (B) any corporate migration, redomestication, redomiciliation, reincorporation, or any other transaction or legal scheme which results in the imposition of or increase in any withholding tax on payments pursuant to this Agreement (any such Party which engages in the conduct described above in subclauses (A) or (B), the “Engaging Party”), the Engaging Party (or the resulting successor of any such transaction) agrees to pay additional amounts to the other Party sufficient for such other Party to be in the same net after-tax position in which the other Party would have been if the Engaging Party would not have undertaken such (X) assignment of any of its rights under this Agreement or (Y) corporate migration, redomestication, redomiciliation, reincorporation, or any other transaction or legal scheme. (v) If at any time legal restrictions prevent the prompt remittance of part or all royalties by LICENSEE with respect to any country where a PATENT CHALLENGE Licensed Product is successfulsold or a Sublicense is granted pursuant to this Agreement, LICENSEE will have shall convert the amount owed to Cornell into US currency and shall pay Cornell directly from its US sources of fund for as long as the legal restrictions apply. (vi) In the event that any patent or patent claim within Patent Rights is held invalid in a final decision by a patent office from which no right to recoup any payments made prior to the finalappeal or additional patent prosecution has been or can be taken, non-appealable determination of or by a court of competent jurisdiction. 6.3 Neither LICENSEE nor jurisdiction and last resort and from which no appeal has or can be taken, all obligation to pay royalties based solely on that patent or claim or any of its AFFILIATES or SUBLICENSEES claim patentably indistinct therefrom shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement cease as of the factual and legal basis for date of such final decision. LICENSEE shall not, however, be relieved from paying any royalties that accrued before the challengedate of such final decision, and (c) an identification of all prior art and other matter believed to invalidate any that are based on another patent or claim not involved in such final decision, or that are based on the use of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringedData. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During the TERM of this Agreement, as partial As additional consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereofSellers, and subject to Section ‎2.5, following the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed,Closing: (i) all payments due to YALE under this Agreement other than patent costs each of the Sellers shall be [***] entitled to receive, through the Paying Agent, an additional contingent payment for unlimited period (perpetual) (the remainder of "Royalty Period") per each Seller's Shares sold hereunder which is equal to the TERM of Royalty Per Share as set forth in Schedule 2.2(c) hereto (the Agreement“Royalty Per Share”). (ii) LICENSEE The Buyer, either through the Company or any of its affiliates, shall promptly reimburse YALE for make the payments through the Paying Agent under this Section 2.2(c)(i) to the Sellers within sixty (60) days following the release of Buyer's quarterly reports in NASDAQ; such payments shall be accompanied by a written confirmation from the Buyer's Chief Financial Officer as of the accuracy of the calculation thereof. The Sellers, as a group, via the Sellers Representative, shall be provided with all legal relevant public financial information of the Buyer and shall have the right to audit, through an independent certified public accountant, the accounts of the Buyer twice a year, in connection with payments due under Sections 2.2(b) and 2.2(c) above, and shall bear the expenses of such auditor and audit. Notwithstanding the aforesaid, the Buyer shall pay all reasonable costs, expenses and fees of such audit if it is revealed in the framework of such audit that a deviation of more that 5% of the Royalty Per Share occurred. Payments to Sellers will be adjusted in accordance with the results of the audit, in any event of a discrepancy between such actual payments and expenses incurred in YALE’s defense against the PATENT CHALLENGEaudit. (ciii) In It is hereby specifically agreed that in any event of assignment of this Agreement by Buyer, or assignment of rights or grant of any license by Buyer hereunder or sale of the event Company, that such a PATENT CHALLENGE is successfulshall result in the sale of Products by third parties who are not agents, LICENSEE will have no right distributers, representatives or re-sellers of Buyer or its Subsidiaries (each an "Assignee"), then for purpose of Schedule 2.2(c) hereto, reference to recoup any payments made prior to "actually received by the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor Buyer or any of its AFFILIATES or SUBLICENSEES Subsidiaries" in the definition of "Product Net Sales" shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth be expanded to include (ain addition to Buyer, if applicable) precisely which claims all such Assignees and/or Purchasers (as applicable), and patents are being challenged or claimed not to be infringed, (b) a clear statement Buyer shall ensure and shall remain liable for the performance by all such Assignees of the factual and legal basis for respective obligations hereunder, including, without limitation, payment obligations. It is agreed that all payments set forth in Section 2.2 constitute the challengeconsideration payable to Sellers in connection with Sellers' Shares, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is do not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other constitute payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and for any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when dueservices, assets or rights.

Royalty Payments. 6.1 During a. In consideration of the TERM license and rights herein granted, the Company and GTSD shall pay to Xxxxx in the manner herein provided unless terminated as hereinafter provided the following (the following payments reflect the aggregate amounts to be paid by the Company and GTSD collectively): 1. No payments will be made with respect to the first Desorber or its replacement located at the Gulf Coast Recycling Center ("GCRC"), and the Company and GTSD will have a perpetual, royalty free license under Section II above to operate such Desorber or its replacement, including the right to use the Technology which is incorporated in the Desorber, notwithstanding any termination of this Agreement. 2. With respect to Desorbers other than the first Desorber or its replacement, as partial consideration for and the LICENSEoperation of similar processes in the Licensed Field, LICENSEE shall Licensees will pay Xxxxx a royalty equal to YALE an earned royalty the greater of [***] (i) $50,000 per year or (ii) one percent ([***]1.0%) of worldwide cumulative NET SALES the net revenues per License Year of LICENSED PRODUCTS by LICENSEE the Company, GTSD and their subsidiaries, Affiliates and sublicensees from the operation of the Desorbers (exclusive of any revenues generated from the first Desorber or its SUBLICENSEES replacement at the GCRC and sales or AFFILIATES leasing of equipment) and five percent (“EARNED ROYALTY”)5.0%) of the net revenues per License Year of the Company, GTSD and their subsidiaries, Affiliates and sublicensees from the sales or leasing of equipment to unaffiliated third parties incorporating any of the Technology. The royalty provisions of this paragraph shall govern until $5.0 million in cumulative royalties have been paid to Xxxxx and thereafter the provisions of the following paragraph shall govern the royalties to be paid to Xxxxx. 6.1.1 The obligation 3. Once $5.0 million in cumulative royalties have been paid to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT Xxxxx pursuant to the end-user thereofpreceding paragraph, the provisions of that paragraph shall cease to apply and the provisions of this paragraph 3 shall govern. With respect to Desorbers other than the first Desorber or its replacement, and the operation of similar processes in the Licensed Field, Licensees will pay to Xxxxx a royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary equal to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], $100,000 per year or (ii) [***]. 6.1.3 The multiplier to be used to reduce one percent (1.0%) of the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCTnet revenues per License Year of the Company, defined as a product containing a LICENSED PRODUCT GTSD and one or more additional products containing active ingredients sold together as a single product by LICENSEEtheir subsidiaries, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall Affiliates and sublicensees from the operation of Articles 6.1.2 Desorbers (exclusive of any revenues generated from the first Desorber or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] its replacement at the GCRC and sales or leasing of equipment) and five percent ([***]5.0%)) of the net revenues per License Year of the Company, GTSD and their subsidiaries, Affiliates and sublicensees from the sales or leasing of equipment to unaffiliated third parties incorporating any of the Technology. 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives 4. For purposes of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used term "net revenues" shall be mean all amounts or proceeds received by the Interbank rate quoted Company, GTSD or their subsidiaries, Affiliates and sublicensees from the use, sales or leasing of equipment incorporating the Technology, as applicable, including revenue received by Citibank at any of them as a result of operations by other entities, less the time following deductions: (i) discounts allowed and taken for prompt payment, (ii) allowances for returns or other trade credits, (iii) all sales, use and other taxes imposed which are paid to the payment is dueLicensees by the customer, (iv) packaging and transportation costs and (v) the cost of services contracted to other subcontractors providing technologies and services complimentary to and outside of the Licensed Field and packaged for sale with the Licensed Subject Matter. If overdueFor purposes of this Agreement, the royalties and "net revenues" from the sales or leasing of equipment incorporating any other payments due under this Agreement of the Technology shall bear interest until payment at a per annum rate [***] percent ([***]%) above only refer to the prime rate in effect at Citibank on revenues from the due date. The payment sale or leasing of such interest specific equipment and shall not foreclose YALE include the net revenues from exercising any other right it the sales or leasing of equipment not incorporating the Technology but which may have be sold with the equipment incorporating the Technology as a consequence part of an entire system. When the net revenues received by the Licensees includes both such types of equipment, the Licensees and Xxxxx shall discuss in good faith the portion of the failure purchase price for the system that should be allocated to the equipment incorporating the Technology for purposes of LICENSEE determining the royalty payment pursuant to make any payment when duethis Section IV.

Royalty Payments. 6.1 During the TERM of this Agreement, as partial consideration for the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***]Royalties shall accrue when Licensed Products are invoiced, or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCTif not invoiced, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreementdelivered. (ii) LICENSEE shall promptly reimburse YALE pay earned royalties [***] on or before February 28 and August 31 of each calendar year. Each such payment shall be for all legal fees and expenses incurred in YALEearned royalties accrued within LICENSEE’s defense against the PATENT CHALLENGEmost recently completed calendar half-year. (ciii) Royalties earned on Net Sales occurring in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income (other than as permitted in the calculation of Net Sales), except that all payments required to be made by LICENSEE in fulfillment of Cornell’s tax liability in any particular country may be credited against earned royalties or fees due Cornell for that country and LICENSEE shall promptly provide Cornell with written documentation evidencing each such payment. LICENSEE shall pay all bank charges resulting from the transfer of such royalty payments. (iv) In the event that either Party engages in (A) any assignment of any of its rights under this Agreement or (B) any corporate migration, redomestication, redomiciliation, reincorporation, or any other transaction or legal scheme which results in the imposition of or increase in any withholding tax on payments pursuant to this Agreement (any such Party which engages in the conduct described above in subclauses (A) or (B), the “Engaging Party”), the Engaging Party (or the resulting successor of any such transaction) agrees to pay additional amounts to the other Party sufficient for such other Party to be in the same net after-tax position in which the other Party would have been if the Engaging Party would not have undertaken such (X) assignment of any of its rights under this Agreement or (Y) corporate migration, redomestication, redomiciliation, reincorporation, or any other transaction or legal scheme. (v) If at any time legal restrictions prevent the prompt remittance of part or all royalties by LICENSEE with respect to any country where a PATENT CHALLENGE Licensed Product is successfulsold or a Sublicense is granted pursuant to this Agreement, LICENSEE will have shall convert the amount owed to Cornell into US currency and shall pay Cornell directly from its US sources of fund for as long as the legal restrictions apply. [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (vi) In the event that any patent or patent claim within Patent Rights or the Nonexclusive Patent Rights is held invalid in a final decision by a patent office from which no right to recoup any payments made prior to the finalappeal or additional patent prosecution has been or can be taken, non-appealable determination of or by a court of competent jurisdiction. 6.3 Neither LICENSEE nor jurisdiction and last resort and from which no appeal has or can be taken, all obligation to pay royalties based solely on that patent or claim or any of its AFFILIATES or SUBLICENSEES claim patentably indistinct therefrom shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement cease as of the factual and legal basis for date of such final decision. LICENSEE shall not, however, be relieved from paying any royalties that accrued before the challengedate of such final decision, and (c) an identification of all prior art and other matter believed to invalidate any that are based on another patent or claim not involved in such final decision, or that are based on the use of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringedTechnology. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 (a) During the TERM Term, for each Calendar Quarter following the First Commercial Sale of this Agreementan IL-18 Product in the Territory, as partial consideration for the LICENSE, LICENSEE Gilead shall pay furnish to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”).CGEN: 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) a quarterly written report for the Calendar Quarter showing, on a country-by-country and Financial Product-by-Financial Product basis, (1) the gross sales of all Financial Products subject to royalty payments sold by Gilead and its Related Parties in the Territory during the reporting period, (2) a calculation of Net Sales showing the deductions provided for in the definition of “Net Sales”, (3) a calculation of the royalties payable under this Agreement; and (4) solely for the purposes of permitting CGEN to comply with its obligations under the [***], or a calculation of net sales showing the deductions permitted under the [**], which are set forth on Schedule 10.4(a)(i), solely to the extent that such calculation can be performed by Gilead under its standard internal processes for calculating net sales, or, if Gilead cannot perform such calculation under its standard internal processes, then Gilead shall use Commercially Reasonable Efforts to provide CGEN with the information identified by CGEN as necessary for CGEN to make such calculation (at CGEN’s request and expense); and (ii) a quarterly written report for the Calendar Quarter showing, on a country-by-country basis, Gilead’s royalties payable to Third Parties on Net Sales made during such Calendar Quarter and any royalty adjustments taken by Gilead pursuant to Section 9.7(c) (Royalty Reduction), with such detail as shall reasonably allow CGEN to determine the basis for such quarterly costs. (b) Reports under this Section 10.4 (Royalty Payments) shall be due within [**] following [**]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successfulRoyalties shown to have accrued by each report shall, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment unless otherwise specified under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties due and any other payments due under this Agreement shall bear interest until payment at a per annum rate payable [***] percent ([***]%) above after the prime rate in effect at Citibank on the due date. The payment of date such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when report is due.

Royalty Payments. 6.1 During the TERM Subject to any other terms of this AgreementAgreement relevant in this Section, as in partial consideration for of the LICENSElicense granted by Arcus under Section 8.4, LICENSEE during the applicable Royalty Term only, and on an Optioned Product-by-Optioned Product basis, Gilead shall pay to YALE an earned Arcus royalties in each Calendar Year on the amount of aggregate Net Sales of the applicable Optioned Product in the Gilead Royalty Territory (excluding (A) for clarity, Net Sales in any country for the period in which such country is included in the Third Party Territory or the Shared Territory and (B) Net Sales in the Access Territory) (such aggregate Net Sales, excluding the foregoing clauses (A) and (B), “Included Net Sales”) as calculated by multiplying the applicable royalty rates set forth below by the corresponding amount of [***] percent incremental Included Net Sales of such Optioned Product in such Calendar Year ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (the “EARNED ROYALTYRoyalties”). 6.1.1 The obligation . For clarity, if Arcus delivers an Opt-Out Notice with respect to pay royalties under this Article 6.1 a given Optioned Program pursuant to Section 4.7(a), the Net Sales in the U.S. for each Optioned Product included in such Optioned Program shall be imposed only included in Included Net Sales, on an Optioned Product-by-Optioned Product basis. For example, if the original sale aggregate Included Net Sales of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT all Optioned Products in a given Optioned Program in a particular Calendar Year is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) $[***], or (iithe amount of Royalties payable under this Section 9.5(a) shall be as follows: [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by % of $[***] plus [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation % of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than $[***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars (= $[***]) in any given quarter until . From and after the earlier of (1) the end expiration of the calendar yearRoyalty Term for an Optioned Product in a country in the Gilead Royalty Territory, or (2i) the quarter upon which the cumulative accrued royalties Gilead shall no longer have any obligation to pay any royalty on any Net Sales of such Optioned Product in such country and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement ii) Net Sales of such Optioned Product in such country shall be paid to YALE in United States Dollars. In excluded for purposes of determining the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when dueroyalty tiers set forth above.

Royalty Payments. 6.1 During (a) On country-by-country and Product-by-Product basis, during the TERM of this AgreementRoyalty Term, as partial consideration for the LICENSE, LICENSEE Amgen shall pay to YALE an earned royalty Company royalties on Net Sales of a Product at the applicable rate set forth below with respect to Net Sales of such Product in a given Calendar Year: [*****] [*****] % [*****] [*****] % [*****] [*****] % Notwithstanding the foregoing, sales in Japan shall only be included in Net Sales from and after the termination of [*****] under the Japan Agreement. (b) Amgen shall have the right (but not the obligation), at its own expense (subject to the reduction provided for by this Section 7.2(b)), for obtaining any licenses from any Third Parties to Patents that cover Company Technology or a Product that Amgen determines may be [*****] to allow Amgen and its Sublicensees to Exploit a given Product in a particular country (each such Patent, a “Third Party Patent”). If Amgen obtains such a license to a Third Party Patent, Amgen shall be entitled to credit [*****]% of the fees, royalties, milestones, settlements or other payments paid to such Third Party during a Calendar Quarter from the royalty payment otherwise payable by Amgen to Company pursuant to this Section 7.2 with respect to such Product and such country in such Calendar Quarter, subject to Section 7.2(d). Notwithstanding the foregoing, Amgen shall not be entitled to a credit under this Section with respect to any royalties due pursuant to that certain [*****] (the “[*****]”), by and between Amgen and [*****], dated as of [*****]. (c) On a country-by-country and Product-by-Product basis, in the event that (i) the Exploitation of a Product is not Covered by a Valid Claim of a Specified Patent in such country, then the royalty rate set forth in Section 7.2 with respect to Net Sales for such Product in such country shall be reduced by [*****] percent ([*****]%), effective as of the date such Product is no longer Covered by a Valid Claim of a Specified Patent in such country; and (ii) of worldwide cumulative NET SALES of LICENSED PRODUCTS a pharmaceutical product which may lawfully be substituted for a Product by LICENSEE a pharmacy or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation other dispenser without the need for action by a physician is launched in such country, then the royalty rate set forth in Section 7.2 with respect to pay royalties under this Article 6.1 Net Sales for such Product in such country shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE reduced by an amount which is the lesser of (i) additional [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([*****]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country (d) The maximum aggregate reduction with respect to any Product in any Calendar Quarter during the sales of LICENSED PRODUCTS therein. 6.2 In the event that (iapplicable Royalty Term in any country pursuant to Sections 7.2(b) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iiic) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([*****]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due).

Royalty Payments. 6.1 During the TERM of this AgreementOn an Optioned Program-by-Optioned Program basis, as partial consideration for the LICENSE, LICENSEE Novartis shall pay TScan a percentage of annual Net Sales of TCR Therapeutic Products and/or Target Products associated with such Optioned Program (the “Royalty Rate”) as set forth in this Section 6.5 (“Royalty Payment”). The Royalty Payment shall be payable to YALE an earned royalty TScan on a Product-by-Product basis and country-by-country basis until the latest to occur of (a) the last to expire Valid Claim of all Patents in the Optioned Program Technology in each case, that Covers the manufacture, use, importation or sale of such Product in such country, (b) [***] percent years after First Commercial Sale of such Product in such country, or (c) the expiration of any regulatory or marketing exclusivity, including any regulatory data protection, for such Product in such country (the “Royalty Term”). If, with respect to an Optioned Program, the Royalty Term in a country continues only as a result of clauses (b) and or (c) of the prior sentence (i.e., there is no Valid Claim of any Patent in the Optioned Program Technology (or Patents licensed pursuant to the Unblock License), in each case, that Covers the manufacture, use, importation or sale of such Product from such Optioned Program in such country), then, for the purpose of computing the Royalty Rate in such country after such point in time, for the purpose of determining the Royalty Rate set forth in the chart below, the applicable Net Sales shall be multiplied by [***]%) . For the purpose of worldwide cumulative NET SALES determining Net Sales Tranches as set forth below, for each Optioned Program, the Annual Net Sales of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall all TCR Products from such Optioned Program will be imposed only on aggregated and the original sale Royalty Rates and Royalty Payments for TCR Products will be computed accordingly, and, separately, the Annual Net Sales of any individual LICENSED PRODUCT to the end-user thereofall Target Products from such Optioned Program will be aggregated, and the royalty shall be imposed only once on respective Royalty Rates and Royalty Payments for such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, Target Products will be calculated by [***]. 6.1.4 Notwithstanding computed: For the foregoing, in no event shall portion of Net Sales of such Product that are a portion of the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than first $[***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning Annual Net Sales for such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS Optioned Program in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be Calendar Year. [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be % [***] for % For the remainder portion of Net Sales of such Product that are a portion of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE Annual Net Sales for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE Optioned Program greater than $[***] written notice setting forth (a) precisely which claims and patents are being challenged but less than or claimed not equal to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within $[***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occursuch Calendar Year. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars (% [***] % For the portion of Net Sales of such Product that are a portion of the Annual Net Sales for such Optioned Program greater than $[***]) in any given quarter until the earlier of (1) the end of the calendar year, ] but less than or (2) the quarter upon which the cumulative accrued royalties and other payments exceed equal to $[***] Dollars (in such Calendar Year. [***] % [***] % For the portion of Net Sales of such Product that are a portion of the Annual Net Sales for such Optioned Program greater than $[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid ] but less than or equal to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate $[***] percent (in such Calendar Year. [***]%) above ] % [***] % For the prime rate in effect at Citibank on the due date. The payment portion of Net Sales of such interest shall not foreclose YALE from exercising any other right it may have as Product that are a consequence portion of the failure of LICENSEE to make any payment when due.Annual Net Sales for such Optioned Program greater than $[***] in such Calendar Year. [***] % [***] %

Royalty Payments. 6.1 During a. In consideration of the TERM sublicense and rights herein granted, BNFL shall pay to GTSD in the manner herein provided unless terminated as hereinafter provided the following: 1. An annual royalty (the "Annual Royalty") of three percent (3%) of the Net Sales Value (as defined below) of the Sublicensed Subject Matter in the Sublicensed Territory so long as (i) the Teaming Agreement is in effect, (ii) GTSD and BNFL are actively pursuing or participating in joint projects, to the extent able, pursuant to the terms of the Teaming Agreement, as determined in the reasonable discretion of the Steering Committee (as such term is defined in the Teaming Agreement) and (iii) BNFL retains in whole the Convertible Debenture (other than for U.S. regulatory restrictions as contemplated by Section 11.1 of the Convertible Debenture) or has not sold, transferred, disposed of, pledged or hypothecated any of the shares of GTSD common stock received upon conversion of the Convertible Debenture. Upon the earlier of the following: (i) the termination of the Teaming Agreement, (ii) GTSD and BNFL are no longer actively pursuing or participating in joint projects, to the extent able, pursuant to the terms of the Teaming Agreement, as determined in the reasonable discretion of the Steering Committee (as such term is defined in the Teaming Agreement) or (iii) BNFL no longer retains in whole the Convertible Debenture (other than for U.S. regulatory restrictions as contemplated by Section 11.1 of the Convertible Debenture) or has sold, transferred, disposed of, pledged or hypothecated any of the shares of GTSD common stock received upon conversion of the Convertible Debenture, the Annual Royalty shall be seven and one-half percent (7.50%) of the Net Sales Value. 2. As used in this Agreement, as partial consideration for the LICENSE, LICENSEE "Net Sales Value" of Sublicensed Subject Matter shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS mean all amounts or proceeds received by LICENSEE BNFL or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on Affiliates from the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, sellinglease or use of the Sublicensed Subject Matter, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***], or (ii) [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country except with respect to the vitrification of high level radioactive waste, and less the following deductions where applicable: (i) discounts allowed and taken for prompt payment, (ii) allowances for prompt returns, (iii) all sales and use tax imposed upon and with specific reference to particular sales, (iv) packaging and transportation costs separately billed or prepaid, (v) services contracted to other subcontractors providing technologies and services complimentary to and outside of LICENSED PRODUCTS thereinthe Sublicensed Field and packaged for sale with the Sublicensed Subject Matter, and (vi) the revenues associated with ancillary processes. (Services that directly support sale of Technology in the Sublicensed Field such as outside laboratory services or brick installation services, etc. are not deducted from gross sales.) No allowance or deduction shall be made for collections or commissions by whatever name known. 6.2 3. The Net Sales Value of Sublicensed Subject Matter sold by BNFL to any Affiliate of, or person, firm or corporation enjoying a specially favored course of dealing with, BNFL, shall be the amount which BNFL would receive for such Sublicensed Subject Matter on an arm's length sale to a bona fide third party less the deductions under Article IV(a)(2). b. In the event the United States Government has royalty-free rights under the Patent Rights or Technology, then in such event any amounts or proceeds received by BNFL in respect of any Sublicensed Subject Matter caused to be manufactured by or through BNFL and sold or leased to the United States Government or services performed for the United States Government shall not be included within the definition of "Net Sales Value" and no Annual Royalty shall be required to be paid thereon. c. Notwithstanding anything herein to the contrary, in the event that (i) LICENSEE or GTSD has defaulted on any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in payment obligations under the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13Convertible Debenture, then the following provisions Annual Royalty percentage provided in Section IV(a)(i) shall apply. remain at three percent (a3%) All payments due until such time as the payment default has been cured or the payment default has been waived by BNFL, and BNFL shall be entitled to YALE offset the amounts owed to GTSD as the Annual Royalty under this Agreement other than patent costs Article IV until such time as the payment default has been cured or the payment default has been waived by BNFL. All amounts so offset shall be [***] during applied in whole toward the pendency cure of the PATENT CHALLENGE and shall remain payable to YALE when duepayment default under the Convertible Debenture. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During Certain information on this page has been omitted and filed separately with the TERM Commission. Confidential treatment has been requested with respect to the omitted portions. (a) With respect to the sales of this Agreementeach Product, as partial consideration for the LICENSE, LICENSEE Xcyte shall pay to YALE an earned GI a royalty of [**] of Net Sales of Products sold by Xcyte, its Affiliates and Sublicensees without any Services. (b) With respect to the sales of each Product, Xcyte shall pay GI a royalty of [*] percent of Net Sales of Products by Xcyte, its Affiliates and Sublicensees sold together with one or more Services. (c) With respect to the sales of each Combination Product, Xcyte shall pay GI a royalty of such Combination Product, as follows: (i) [*] of Net Sales of each Combination Product sold by Xcyte, its Affiliates and Sublicensees, if such Combination Product is sold without any Services, and (ii) [**]%) ] of worldwide cumulative NET SALES Net Sales of LICENSED PRODUCTS each Combination Product sold by LICENSEE Xcyte, its Affiliates and Sublicensees, if such Combination Product is sold together with one or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 more Services; provided, in each case, in determining Net Sales of Combination Products, Net Sales shall first be imposed only on calculated in accordance with the original sale definition of any individual LICENSED PRODUCT to Net Sales and then multiplied by a fraction, the end-user thereof, and the royalty shall be imposed only once on such sale regardless numerator of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser current Net Selling Price of Product and the denominator of which is the current Net Selling Price of the Combination Product. If there is no Net Selling Price of Product, then the numerator shall be the fair market value of the Product for the quantity contained in the Combination Product and of the same class, purity and potency, as negotiated in good faith by the parties, or, failing such agreement, as is determined by an appraisal to be conducted by an independent third party mutually agreed to by Xcyte and GI, which determination shall be binding. However, in no event shall the royalty be less than [*] of Net Sales of each Combination Product. (d) In addition to the royalties payable under this Section 5.2, Xcyte shall pay to GI a portion of all compensation, including license fees, advances and other payments of compensation (however characterized), which are owed to Xcyte pursuant to further sublicensing of the rights granted to Xcyte hereunder, as follows: Sublicense Date % of Compensation --------------- ----------------- Within 24 months of Effective Date [*] After 24 months after Effective Date [*] *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Notwithstanding the above, it is understood and agreed that Xcyte shall not be obligated to pay to GI any portion of any amounts received from any Sublicensee as payments for research and development activities to be conducted by Xcyte on behalf of such Sublicensee, or amounts received from a Sublicensee for equity, or the license or sublicense of any intellectual property other than the Patents, or products other than the Products, or reimbursement for patent or other expenses. (e) Xcyte and its Affiliates and Sublicensees shall be responsible for any payments due to third parties under licenses or similar agreements entered by Xcyte or its Affiliates or Sublicensees necessary for the manufacture, use or sale of Products. Xcyte may offset one-half of any such payments made by Xcyte or its Affiliates or Sublicensees to third parties against royalties due GI pursuant to Section 5.2(a), (b) and (c) above; provided, GI shall have the right to receive the greater of (i) [***]] the amounts due pursuant to Sections 5.2(a), (b) and (c) above, or (ii) [***]] of Net Sales of Product or Combination Product. 6.1.3 The multiplier to (f) Payments due under this Section 5.2 shall be used to reduce the running royalties paid by LICENSEE to YALE payable on a COMBINATION PRODUCTcountry-by-country and Product-by-Product basis and shall be payable until (i) with respect to Patents owned by GI, defined the expiration of the last-to-expire Valid Claim, and (ii) with respect to Patents subject to the License Agreements, the expiration of the applicable license term, as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]set forth in Section 3.2. 6.1.4 Notwithstanding (g) Regardless of any credits or offsets available to Xcyte under Section 5.2(e) of this Agreement commencing on the foregoingfirst anniversary of the Launch of the first Product in any country, in no event year shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable Xcyte pay to YALE being reduced to GI less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives greater of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE [*] of the royalties due pursuant to Sections 5.2(a), (b) or (c) in any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, year with regard to any Product or (ii) LICENSEE [*] of Net Sales of Product or any of its AFFILIATES Combination Product. Any credits or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere offsets not creditable against royalties in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall applyyear such credit or offset is earned may be carried forward until fully applied. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During (a) In consideration of the TERM licenses and rights granted to resTORbio hereunder, during the Royalty Term, resTORbio will make royalty payments to Novartis on Net Sales of this AgreementProducts by resTORbio, as partial consideration for its Affiliates and sublicensees, at the LICENSE, LICENSEE shall pay to YALE an earned royalty of rates set forth below: [***] percent [***] % [***] [***] % [***] [***] % [***] [***] % [***] [***] % [***] [***] % (b) For example, if Net Sales in a Calendar Year are $[***]%) , the royalty on such Net Sales will be equal to [***]% of worldwide cumulative NET SALES USD $[***], [***]% of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale USD $[***], [***]% of any individual LICENSED PRODUCT to the end-user thereofUSD $[***], [***]% of USD $[***], and the royalty shall be imposed only once on such sale regardless [***]% of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) USD $[***], or (ii) USD $[***]. 6.1.3 The multiplier to (c) Royalties will be used to reduce the running royalties paid by LICENSEE to YALE payable on a COMBINATION PRODUCTProduct-by-Product and country-by-country basis during the Royalty Term for such Product in such country. Following the expiration of the applicable Royalty Term for a Product in a country, defined as a product containing a LICENSED PRODUCT resTORbio licenses under this Agreement with respect to such Product in such country will continue in effect, but will become fully paid-up, royalty-free, transferable, perpetual and one or more additional products containing active ingredients sold together as a single product by LICENSEEirrevocable. For the avoidance of doubt, AFFILIATES or SUBLICENSEES, royalties will be calculated by payable only once with respect to the same unit of Product. (d) Within thirty (30) days after each Calendar Quarter during the term of this Agreement following the First Commercial Sale of a Product, resTORbio will provide to Novartis a Sales & Royalty Report. Novartis will submit an Invoice to resTORbio with respect to the royalty amount shown therein. resTORbio will pay such royalty amount within thirty (30) days after receipt of the Invoice. (e) Notwithstanding anything to the contrary herein, in the event that, with respect to a Product in a specified country, if (i) the Royalty Term for such Product in such country continues solely due to clause (b) or clause (c) of the definition of Royalty Term (i.e., there is no Valid Claim of a Patent Right included in the Novartis Technology Covering the Product), or (ii) a Generic Equivalent exists with respect to such Product in the Field in such country in a Calendar Year, [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During (a) In consideration of the TERM licenses and rights to Novartis hereunder, during the applicable Royalty Term, Novartis will make royalty payments to Quark, on a Product-by-Product basis, based on Net Sales of the applicable Product in the Territory by Novartis, its Affiliates and sublicensees, at the applicable rates set forth below. Portion of annual Net Sales of the applicable Product which are less than or equal to US$[*] [*]% Portion of annual Net Sales of the applicable Product which are greater than US$[*] and less than or equal to US$[*] [*]% Portion of annual Net Sales of the applicable Product which are greater than US$[*] and less than or equal to US$[*] [*]% Portion of annual Net Sales of the applicable Product which are greater than US$[*] and less than or equal to US$[*] [*]% Portion of annual Net Sales of the applicable Product which are greater than US$[*] [*]% (b) For example, if Net Sales of a given Product in a calendar year are $[*], the royalty on such Net Sales shall be equal to $[*] (c) Notwithstanding the provisions of Section 8.9(a), for each Calendar Quarter in which there has been any sale of a Product by Novartis, its Affiliates or sublicensees, which, but for the licenses granted under the [*] (and the sub-licenses thereto granted under this Agreement) would infringe an issued patent within the [*] Patent Rights which has not expired or been revoked, or held invalid or unenforceable, and which has not been admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, Novartis shall pay to Quark an additional amount [*] with respect to such sale of such Product under the [*], which shall [*] of Net Sales of such Product in such Calendar Quarter. (d) Unless otherwise provided in this Agreement, as partial consideration for Royalties will be payable on a Product-by-Product and country-by-country basis from First Commercial Sale of such Product in such country until the LICENSE, LICENSEE shall pay to YALE an earned royalty of [***] percent ([***]%) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser later of (i) [***]the expiration of the last to expire Valid Claim covering the Compound, claiming the Product or claiming the use for which the Product is being sold in such country; (ii) [**]; and (iii) ten (10) years from the First Commercial Sale of such Product in such country (“Royalty Term”). Following the Royalty Term on a Product-by-Product and country-by-country basis, the licenses granted to Novartis with respect to the Product shall continue in effect, but become fully paid-up, sub-licensable, royalty-free, transferable, perpetual and irrevocable with respect to such Product and such country, [*]. 6.1.3 The multiplier to (e) For the avoidance of doubt, royalties shall be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country only once with respect to the sales same unit of LICENSED PRODUCTS thereinProduct. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.

Royalty Payments. 6.1 During In consideration of (i) the TERM grant of the license by ARIAD under this Agreement, as partial consideration for and (ii) the LICENSELicensed Technology and Orphan Portions of this Exhibit, LICENSEE shall pay to YALE an earned royalty of indicated by the xxxx “[***] percent ],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Drug Designation provided and/or transferred hereunder, and subject to the other terms of this Agreement (including the remainder of this Section 4), Bellicum shall pay to ARIAD royalty on annual Net Sales for such Licensed Product at the percentage rates as follows: (a) subject to Section 4.1.2(b) and (c) below, commencing on the date of the First Commercial Sale of each Licensed Product in each country in the Territory and continuing until expiration of the Primary License Term with respect to such Licensed Product: Annual Net Sales ARIAD Dimerizer Products Non-ARIAD Dimerizer Products [***]MM [***]% [***]% >$[***]MM [***]% [***]% (b) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES if either (“EARNED ROYALTY”). 6.1.1 The obligation x) the only remaining Valid Claim with respect to pay royalties under this Article 6.1 shall be imposed only on such Licensed Product in a country is a claim in Patent Rights covering the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) [***]-MTA Technologies and there is Competition or (y) all Valid Claims covering the composition of matter of such Licensed Product or any component thereof, or (ii) the use in the Licensed Field of such Licensed Product or any component thereof, in such country have expired but the Primary License Term with regard to such Licensed Product in such country has not expired and there is no Competition, then the following royalty rates shall instead apply until the end of the Primary License Term with regard to such Licensed Product in such country: Annual Net Sales ARIAD Dimerizer Products Non-ARIAD Dimerizer Products [***]. 6.1.3 The multiplier to be used to reduce the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined as a product containing a LICENSED PRODUCT and one or more additional products containing active ingredients sold together as a single product by LICENSEE, AFFILIATES or SUBLICENSEES, will be calculated by MM [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent (% [***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars (% >$[***]MM [***]% [***]% Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) If all Valid Claims covering the composition of matter of such Licensed Product or any component thereof, or the use in the Licensed Field of such Licensed Product or any given quarter component thereof, in such country have expired but the Primary License Term with regard to such Licensed Product has not expired and there is Competition, then in consideration of the Licensed Technology and Orphan Drug Designation provided and/or transferred hereunder, the following royalty rates shall instead apply until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed Primary License Term with regard to such Licensed Product in such country: Annual Net Sales ARIAD Dimerizer Products Non-ARIAD Dimerizer Products [***]MM [***] Dollars (% [***] % >$[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate MM [***] percent (% [***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence ] % Following expiration of the failure of LICENSEE Primary License Term with regard to make any payment when duea Licensed Product in a country, Bellicum shall have a fully paid up, perpetual, irrevocable license under Section 2.1.1 with regard to such Licensed Product in such country.

Royalty Payments. 6.1 (a) During the TERM of this AgreementRoyalty Term, as partial consideration for the LICENSELicensee shall, LICENSEE shall pay to YALE an earned royalty Licensor tiered royalties on worldwide Annual Net Sales of Products (“Royalty Payments”) as set forth in the table below: [***] percent ([***] [***] [***] [***] [***]% (b) of worldwide cumulative NET SALES of LICENSED PRODUCTS by LICENSEE or its SUBLICENSEES or AFFILIATES (“EARNED ROYALTY”). 6.1.1 The obligation to pay royalties under this Article 6.1 shall be imposed only on the original sale of any individual LICENSED PRODUCT to the end-user thereof, and the royalty shall be imposed only once on such sale regardless of whether such LICENSED PRODUCT is covered by more than one patent claim within the LICENSED PATENTS. 6.1.2 In the event that LICENSEE determines that it is necessary to obtain a license from a third party in order to avoid infringing a third party’s patent(s) by making, having made, using, offering for sale, selling, having sold, importing or exporting LICENSED PRODUCTS, LICENSEE may reduce its applicable royalty obligation to YALE by an amount which is the lesser of (i) Within [***], or commencing with the [***] in which the First Net Sales occurs Licensee shall deliver to Licensor a report (iieach, a “Royalty Report”) setting out all the details necessary to calculate the payments due under this Section 6.4, meaning [***]. Licensee shall provide preliminary estimated Royalty Report within [***]. The royalty payment shall be due within [***] of receipt by Licensee of an invoice from Licensor and issued no earlier than the date of receipt of the Royalty Report by Licensor. (c) Licensee shall have no obligation to make any Royalty Payment under this Agreement with respect to Annual Net Sales of Product after the Royalty Term has expired in the relevant country. Upon expiration of the Royalty Term in the relevant country with respect to the Product, the license granted to Licensee under Section 2.1 above with respect to the Product shall become non-exclusive, perpetual, fully-paid up in such country. (d) [***] Licensee shall be solely responsible for any payment due to [***] in connection with its use of the [***]. 6.1.3 The multiplier (e) If Licensee, an Affiliate or any Sublicensee is required by (a) a future order by a court of competent jurisdiction, (b) settlement agreement, (c) license or contract, or (d) other legally binding commitment to be used make royalty payments to reduce a Third Party (excluding [***]), in respect of Patents held by such Third Party that claim the running royalties paid by LICENSEE to YALE on a COMBINATION PRODUCT, defined composition of matter of the Asset as a product containing naked monoclonal antibody, per se in a LICENSED PRODUCT and one given country, then Licensee (or more additional products containing active ingredients sold together its Affiliate or Sublicensee as a single product by LICENSEEapplicable) shall be entitled to [***]. Notwithstanding the foregoing, AFFILIATES or SUBLICENSEES, will Licensee shall not be calculated by able to [***] pursuant to this Section 6.4 (e) if it [***]. 6.1.4 Notwithstanding the foregoing, in no event shall the operation of Articles 6.1.2 or 6.1.3 result in EARNED ROYALTIES payable to YALE being reduced to less than [***] percent ([***]%). 6.1.5 Should a compulsory license be granted by LICENSEE or an AFFILIATE to a third party under the applicable laws, rules, regulations, guidelines, or other directives of any governmental or supranational agency in the LICENSED TERRITORY under the LICENSED PATENTS, LICENSEE shall notify YALE, including any material information concerning such compulsory license, and the running royalty rates payable under Article 6.1 for sales of LICENSED PRODUCTS in such country will be adjusted to equal any lower royalty rate granted to such third party for such country with respect to the sales of LICENSED PRODUCTS therein. 6.2 In the event that (i) LICENSEE or any of its AFFILIATES or SUBLICENSEES brings a PATENT CHALLENGE anywhere in the world, or (ii) LICENSEE or any of its AFFILIATES or SUBLICENSEES assists another party in bringing a PATENT CHALLENGE anywhere in the world, and (iii) YALE does not choose to exercise its rights to terminate this Agreement pursuant to Article 13, then the following provisions shall apply. (a) All payments due to YALE under this Agreement other than patent costs shall be [***] during the pendency of the PATENT CHALLENGE and shall remain payable to YALE when due. (b) If the PATENT CHALLENGE is inconclusive or results in a determination that at least one challenged claim is both valid and infringed, (i) all payments due to YALE under this Agreement other than patent costs shall be [***] for the remainder of the TERM of the Agreement. (ii) LICENSEE shall promptly reimburse YALE for all legal fees and expenses incurred in YALE’s defense against the PATENT CHALLENGE. (c) In the event that such a PATENT CHALLENGE is successful, LICENSEE will have no right to recoup any payments made prior to the final, non-appealable determination of a court of competent jurisdiction. 6.3 Neither LICENSEE nor any of its AFFILIATES or SUBLICENSEES shall bring a PATENT CHALLENGE without first providing YALE [***] written notice setting forth (a) precisely which claims and patents are being challenged or claimed not to be infringed, (b) a clear statement of the factual and legal basis for the challenge, and (c) an identification of all prior art and other matter believed to invalidate any claim of the LICENSED PATENT or which supports the claim that the LICENSED PATENT is not infringed. 6.4 LICENSEE shall pay all EARNED ROYALTIES accruing to YALE within [***] from the end of each calendar quarter (March 31, June 30, September 30 and December 31), beginning in the first calendar quarter in which NET SALES occur. Unless YALE requests otherwise, LICENSEE shall report all EARNED ROYALTIES and other payments accruing to YALE on a quarterly basis, but shall defer payments accruing to YALE that do not, in total, exceed [***] Dollars ($[***]) in any given quarter until the earlier of (1) the end of the calendar year, or (2) the quarter upon which the cumulative accrued royalties and other payments exceed [***] Dollars ($[***]). 6.5 All EARNED ROYALTIES and other payments due under this Agreement shall be paid to YALE in United States Dollars. In the event that conversion from foreign currency is required in calculating a payment under this Agreement, the exchange rate used shall be the Interbank rate quoted by Citibank at the time the payment is due. If overdue, the royalties and any other payments due under this Agreement shall bear interest until payment at a per annum rate [***] percent ([***]%) above the prime rate in effect at Citibank on the due date. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due.