Common use of Royalty Payments Clause in Contracts

Royalty Payments. (a) For a period of *** ( *** ) years commencing on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in the Territory. Within *** ( *** ) days after the end of each calendar quarter, AbbVie shall deliver a report to Kadmon specifying the Net Sales of Product in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked. (b) AbbVie shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, *** *** and *** , on a country-by-country basis, within *** ( *** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on a country-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such country.

Royalty Payments. (a) For a period of *** ( *** Royalties shall be paid to Licensor (i) years commencing on or before the 30th day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in the Territory. Within *** ( *** ) days after the end of each calendar quarter, AbbVie shall deliver a report to Kadmon specifying the Net Sales of Product in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revokedmonth, and (bii) no Royalty Payment will be due and owing for and, if later, on or before the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with 30th day following the QD Formulation) if AbbVie no longer has effective date of any termination of this Agreement, covering the right to reference or use the QD NDA, including if the QD NDA is revokedlast month during which termination of this Agreement took place. (b) AbbVie Whenever any payment hereunder shall use its Commercially Reasonable Efforts be stated to launch the QD Formulation in each Major Country, *** *** and *** , be due on a country-by-country basisday which is not a business day, within *** ( *** such payment shall be made on the immediately succeeding business day. (c) months following Subject to subsections (d), (e) and (f) of this Section 4.2, the Parties agree that payments of Estimated Minimum Royalties to Chicago Title Company, as escrow agent, pursuant to an Escrow Agreement of even date Regulatory Approval is obtained in such country for herewith among Xxxxx X. Xxxx, XXXX and Chicago Title Company (the QD Formulation“Escrow Agreement”), including pricing shall be deemed to be payments of Royalties when and reimbursement approval. AbbVie shall have no obligation thereafter as so delivered to Commercialize escrow, just as if XXXX had on the Products in same day delivered the Territory. With respect same amount to each Major Country, *** , *** and *** , on a country-by-country basisLicensor directly. (d) Notwithstanding Section 4.2(c), in the event Royalties due for a month exceed the Estimated Minimum Royalties amount for such month, XXXX shall timely pay the entire amount of the Royalties due hereunder by timely paying the Estimated Minimum Royalties amount to the escrow agent and also timely paying the excess directly to Licensor. (e) The Parties acknowledge that AbbVie fails due to use Commercially Reasonable Efforts the Estimated Minimum Royalties regime or for any other reason, the aggregate amount actually paid by XXXX for Royalties for Net Sales attributable to launch the QD Formulation after obtaining Regulatory Approval months of July through December 2012, inclusive, may be less than the actual Royalties calculated pursuant to Section 4.1. In such event, XXXX shall “true up” any underpayment by paying the underpaid amount to Licensor on or before the 30th day of the month immediately following the month in which such country Royalties were earned (without deduction or setoff of any kind). The Parties further acknowledge that the Estimated Minimum Royalties are the minimum Royalties payable under this Section 4.2 and in accordance with no event shall Licensor be required to “true up” any excess payment of Estimated Minimum Royalties over the actual Royalties calculated pursuant to Section 4.1. (f) This Section shall not be construed to deprive Licensor of any rights or remedies Licensor may have under this subsection (b), AbbVie shall grant Kadmon Agreement in respect of any failure by XXXX to pay timely all Royalties as and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license when due under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such countrythis Agreement.

Royalty Payments. (a) For a period In partial consideration for payment of *** ( *** ) years commencing the Development Payment set forth in Article 2, QPC shall pay Customer royalties on Net Revenues during the day immediately following Royalty Term at the Closing Date rates and subject to the terms and conditions set forth in Exhibit B and this Agreement (collectively, the “Royalty PeriodPayments”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in the Territory. Within *** ( *** ) days after the end of each calendar quarter, AbbVie shall deliver a report to Kadmon specifying the Net Sales of Product in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked. (b) AbbVie Any Royalty Payments due under this Agreement shall use be payable solely in the form of shares of unregistered and restricted common stock of QPC (the “Common Stock”). For purposes of determining the number of shares of Common Stock issuable to Customer under this Article 4, the value of a share of Common Stock shall be fixed at $1.05 per share throughout the Royalty Term, subject to adjustments for stock dividends and splits as provided in Section 4.1(d) below (as adjusted, the “Share Price”). The number of shares of Common Stock issuable to Customer shall be determined by dividing the Royalty Payment amount due and payable hereunder by the Share Price. QPC will not issue any fractional shares under this Agreement. As to any fraction of a share that Customer would otherwise be entitled to receive as a Royalty Payment, QPC shall, at its Commercially Reasonable Efforts election, either pay a cash adjustment in respect of such final fraction in an amount equal to launch such fraction multiplied by the QD Formulation in each Major Country, *** *** and *** , Share Price or round up to the next whole share. (c) Any shares of Common Stock issuable as Royalty Payments hereunder shall be issued to Customer on a country-by-country basis, within *** ( *** quarterly basis in arrears on or prior to the thirtieth (30th) months day following the end of the quarter in which Royalty Payments, if any, are due and payable pursuant to this Article 4; provided, however, that the first issuance of Common Stock as Royalty Payments hereunder shall not be due until the thirtieth (30th) day following the end of fourth quarter of 2008. Accompanying each issuance of shares of Common Stock hereunder, QPC will provide Customer a royalty report specifying the number of units of the Products sold by QPC during the applicable royalty period, QPC’s Net Revenues of Products for such period, and the royalties, if any, payable with respect to sales of the Product. (d) In the event QPC should at any time after the Effective Date fix a record date Regulatory Approval is obtained in such country for the QD Formulationeffectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable solely in additional shares of Common Stock without payment of any consideration by such holder for the additional shares of Common Stock, including pricing and reimbursement approval. AbbVie shall have then, as of such record date (or the date of such dividend distribution, split or subdivision if no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on a country-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (brecord date is fixed), AbbVie the Share Price shall grant Kadmon and its Affiliates be appropriately decreased so that the number of shares of Common Stock issuable for payment of the Royalty Payments shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding. If the number of shares of Common Stock outstanding at any time after the Effective Date is decreased by a non-exclusivecombination of the outstanding shares of Common Stock, royalty-freethen, irrevocablefollowing the record date of such combination, transferable and sublicensable right and license under the Kadmon Patent Rights Share Price shall be appropriately increased so that constitute Purchased Assets the number of shares of Common Stock issuable for payment of the Royalty Payments shall be decreased in proportion to market, distribute, offer for sale and sell the QD Formulation such decrease in such countryoutstanding shares.

Royalty Payments. (a) For a period of *** ( *** ) years commencing In partial consideration for the licenses and other rights granted to Schering under this Agreement, Schering Corp, SPL or SPL’s Affiliate, as applicable in the manner determined in Section 6.6 below, shall pay to ViroPharma the following royalties on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in the Territory. Within : (i) a royalty of [*** ( *] of Net Sales for the licenses granted under the Patent Rights (the “Patent Royalty”); and (ii) a royalty of [*** ) days after the end *] of each calendar quarter, AbbVie shall deliver a report to Kadmon specifying the Net Sales for the licenses granted to Know-How and Trademarks (the “Trademark Royalty”). For the sake of Product clarity, the Trademark Royalty is payable in part for the right to exclude others from using the Trademarks in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and right to use the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within Know-How in support [*** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- ] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTREQUESTED. EACH ALL SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDAPURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing AS AMENDED. regulatory approvals for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked. (b) AbbVie shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, *** *** and *** , on a country-by-country basis, within *** ( *** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products in the Territory. With respect Consequently, the Trademark Royalty shall be payable without regard to each Major Countrywhether Schering itself uses the Trademarks, *** for example, *** if Schering uses the Schering Trademarks, or sells a generic form of the Product. For purposes of clarity and *** avoidance of doubt, the Parties acknowledge and agree that during any period of time where both Patent Royalties and Trademark Royalties are payable on sales of a country-by-given Product in a country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch Territory, both such royalties shall be due on Net Sales of the QD Formulation after obtaining Regulatory Approval Product in such country during such period such that Schering’s total royalty obligation with respect to such sales during such period shall be [***] of Net Sales. None of the foregoing royalties shall be due upon the sale or other transfer among Schering, its Affiliates or permitted sublicensees, but in accordance with this subsection such cases the royalty shall be due and calculated upon Schering’s or its Affiliates’ Net Sales to the first independent Third Party. No royalties shall accrue on the disposition of Product by Schering, its Affiliates or sublicensees (b1) as samples (promotion or otherwise), AbbVie shall grant Kadmon and its Affiliates (2) as donations (for example, to non-profit institutions or government agencies for a non-exclusivecommercial purpose, royalty-freeor distribution under compassionate use or indigent care programs where Schering receives no net proceeds as a result of such distribution), irrevocableor (3) for clinical studies, transferable and sublicensable right in each case such dispositions of Product shall not be included in the determination of Net Sales. The Parties acknowledge that Schering Corp will be responsible for royalty payments due on sales of Products in the United States and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer SPL shall be responsible for sale and sell the QD Formulation royalty payments due on sales of Products in such countryCanada.

Royalty Payments. (a) For a period of *** ( *** ) years commencing on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”GALAXY hereby agrees to pay, and together with COCHRAN agrees to accepx x xxxalty payment for all PRIMER and COURSE units sold or distributed directly or indirectly by GALAXY. A. GALAXY and COCHRAN agree the Milestone Payments royalxx xxxxent for all PRIMER units will be $4.00 per unit of PRIMER sold, distributed, or resold by GALAXY or ten percent of the actual sales price received by GALAXY for each PRIMER unit sold, whichever is more. B. GALAXY and COCHRAN agree the Guaranteed Purchase Priceroyalxx xxxxent for all COURSE units will be $15 - 00 per unit of COURSE sold, the “Purchase Price”) equal to *** ( *** distributed, or resold by, GALAXY; or ten percent (10%) of annual Net the actual sales price received by GALAXY for each COURSE unit sold, whichever is more. 9. Commission Payments for Subsequent Sales of Products in BANNERWEB and GALAXY Products. GALAXY and COCHRAN agree that the Territory. Within *** ( *** ) days after xxxxxxx and content of the end PRIMER and / or COURSE products are specifically designed to lead to subsequent sales of each calendar quarterBANNERWEB and GALAXY PRODUCTS including, AbbVie shall deliver a report but not limited to Kadmon specifying banner impressions on the Net Sales of Product in the Territory during the just completed calendar quarterBANNERWEB network, BANNERWEB license fees, existing and future BANNERWEB PRODUCTS, and the actual aggregate amount payable PRIMER and COURSE products. GALAXY agrees to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revokedpay, and (b) no Royalty Payment will be due and owing COCHRAN agrees to accepx x xxxmission payment for all GALAXY or BANNERWEB products subsequently sold to non-GALAXY customers who originally purchase either the QD Formulation PRIMER or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revokedCOURSE. (b) AbbVie shall use its Commercially Reasonable Efforts to launch A. GALAXY and COCHRAN agree that the QD Formulation in each Major Country, *** *** and *** , on a country-by-country basis, within *** ( *** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on a country-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates xxxxxxxion of a non-exclusiveGALAXY customer will be all other persons, royaltybusinesses, or entities who become clients of GALAXY through any marketing effort which includes the PRIMER or COURSE. B. GALAXY and COCHRAN agree the commixxxxx xayments for subsequent sales of GALAXY products which include banners, banner impressions on the BANNERWEB network, BANNERWEB license fees, existing and future BANNERWEB PRODUCTS, and the PRIMER and COURSE products sold to non-freeGALAXY customers who originally purchase either the PRIMER or COURSE will be ten percent (10%) of the actual sales price received by GALAXY for said products. 10. Timing of GALAXY Payments to COCHRAN. GALAXY and COCXXXX xxree that GALAXX xxxx pay COCHRAN, irrevocableor his assigns, transferable xxx xoyalty and sublicensable right commission payments agreed to in this document in a timely fashion. Unless otherwise agreed upon by GALAXY and license under COCHRAN said payments wxxx xx made on a weekly basis for all payments cleared by GALAXY during the Kadmon Patent Rights that constitute Purchased Assets previous week, less a reasonable reserve to market, distribute, offer for sale protect against cancellations and sell the QD Formulation in such countryor chargebacks.

Royalty Payments. XTENT shall pay SURMODICS a royalty for the Patent Rights and Know-how license granted herein, which will be the greater of Paragraphs 5(a) or 5(b) as follows: (a) For a period of *** ( *** ) years commencing Earned royalties on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products Licensed Product, at the rates in the Territorytable below. Within [*] [** ( ] [*] [** ) days after ] [*] [*] The royalty rates in the end of above table shall apply separately to each calendar quarter, AbbVie year. Reductions in earned royalties under this Paragraph 5 shall deliver a report to Kadmon specifying the occur as and when XTENT's cumulative Net Sales of Licensed Product in a calendar year reach the Territory next level in the above table. For example, during the just completed third calendar quarterquarter of a given year, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review XTENT's cumulative Net Sales of Licensed Product in that calendar year reach [*]. XTENT shall pay SURMODICS an earned royalty of [*] of the Product first [*] of Net Sales, and shall pay SURMODICS an earned royalty of [*] of the next [*] in Net Sales. The royalty rate for the period fourth calendar quarter of that calendar year will be [*] of Net Sales unless and the amount until XTENT's cumulative Net Sales of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within Licensed Product reach [*** ( *** ) days after the end of each ] during that calendar quarter. Following On January 1 of the Royalty Periodnext calendar year, no additional Royalty Payment the earned royalty shall be due [*] of Net Sales of Licensed Product sold in that calendar year unless and owing except until XTENT's cumulative Net Sales of Licensed Product in a calendar year reach the next level in the above table. (b) Quarterly Minimum Royalties for any Licensed Products as follows: If XTENT initiates commercial sale of its Standard Length Stent system independently of its Custom Length Stent system, then the following Minimum Royalty Payment that was accrued but unpaid during schedule shall apply: January 1, 2005 to December 31, 2005 $ [*] January 1, 2006 to December 31, 2006 $ [*] January 1, 2007 to December 31, 2007 $ [*] For the quarter calendar year commencing with January 1, 2008, and each year thereafter, the quarter calendar year Minimum Royalty Period. Notwithstanding shall be the foregoing or anything prior year's quarterly Minimum Royalty adjusted by a percentage equal to the contrary herein, (a) no Royalty Payment will be due and owing percentage change in the "Consumer Price Index For All Urban Consumers" for the BID Product or Co-Packaged Product (but only prior calendar year as reported by the U.S. Department of Labor. If XTENT elects not to initiate commercial sale of its Standard Length Stent system independently of its Custom Length Stent system, then the following Minimum Royalty schedule shall apply: January 1, 2006 to December 31, 2006 $ [*] January 1, 2007 to December 31, 2007 $ [*] January 1, 2008 to December 31, 2008 $ [*] For the quarter calendar year commencing with respect January 1, 2009, and each year thereafter, the quarter calendar year Minimum Royalty shall be the prior year's quarterly Minimum Royalty adjusted by a percentage equal to product co- the percentage change in the "Consumer Price Index For All Urban Consumers" for the prior calendar year as reported by the U.S. Department of Labor. CERTAIN CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF INFORMATION CONTAINED IN THIS DOCUMENT. EACH SUCH PORTION, WHICH MARKED BY [*], HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDAPURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revokedAS AMENDED. (b) AbbVie shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, *** *** and *** , on a country-by-country basis, within *** ( *** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on a country-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such country.

Royalty Payments. (a) For In partial consideration of the sublicense rights granted to the Sublicensee hereunder, Sublicensee shall pay to Sublicensor a period of *** ( *** ) years commencing on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to [*] percent ([** ( *** ]%) of annual Net Sales of Products in the Territory. Within *** ( *** ) days after the end of each calendar quarter, AbbVie shall deliver a report to Kadmon specifying the Net Sales of Product in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product Sublicensed Products Sold in the Territory in a Calendar Year by Sublicensee and/or its Affiliates or Further Sublicensees (the “Royalty”). The Royalty shall be payable for the period and the amount duration of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revokedTerm. (b) AbbVie Sublicensee shall use its Commercially Reasonable Efforts pay to launch Sublicensor the QD Formulation Royalty within thirty (30) days following the expiration of each Calendar Quarter after the date of the First Commercial Sale; provided, however, that any Royalty with respect to Net Sales of the Sublicensed Products Sold in each Major Country, *** *** and *** , the Territory by any Further Sublicensees will be paid by Sublicensee to Sublicensor within thirty (30) days of the end of the Calendar Quarter in which Sublicensee receives royalty payments from such Further Sublicensee with respect to such Net Sales. The Royalty will be payable on a country-by-country basisbasis commencing as of the First Commercial Sale of a Sublicensed Product in each country until the expiration of the Royalty Term for such Sublicensed Product in each country. (c) The Royalty due from Sublicensee to Sublicensor under this Section 3.3 is subject to the following conditions: (i) no Royalty shall be due upon the sale or other transfer among Sublicensee and its Affiliates, within *** ( *** distributors or Further Sublicensees, but the Royalty shall be due and calculated upon Sublicensee’s or its Affiliate’s or Further Sublicensee’s Net Sales to the first independent third party; (ii) months following no Royalty shall accrue on the date Regulatory Approval is obtained sale or other disposition of the Sublicensed Products for use in such country clinical or non-clinical activities conducted by Sublicensee or its Affiliates or Further Sublicensees; and (iii) no Royalty shall accrue on the disposition of the Sublicensed Products in reasonable quantities by Sublicensee or its Affiliates or Further Sublicensees as samples (promotion or otherwise) or as donations or for the QD Formulationcompassionate use, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on a countrynon-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates profit institutions or government agencies for a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such countrycommercial purpose.

Royalty Payments. In consideration of the Licenses granted in Section 2 hereto, CONEKSIS agrees to pay CONKWEST during the TERM: (ai) For a period “Royalty” or “Royalties” for the Licensed Products and/or Licensed Services Sold, distributed, or otherwise transferred by CONEKSIS and/or its sublicensees, in the amount of *** ( *** ) years commencing on the day immediately following the Closing Date three percent (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** 3%) of annual Net Sales the Gross Revenue actually received by CONEKSIS and/or its sublicensees therefor; (ii) a “Royalty” or “Royalties” for the Sale of Commercial Products by CONEKSIS and/or its sublicensees in the Territory. Within *** ( *** ) days after the end of each calendar quarter, AbbVie shall deliver a report to Kadmon specifying the Net Sales of Product in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales three percent (3%) of the Product Gross Revenue actually received by CONEKSIS and/or its sublicensees therefor; and/or (iii) CONEKSIS shall pay CONKWEST five percent (5%) of any Sublicensing Revenue actually received by CONEKSIS. (iv) All amounts necessary to reimburse CONKWEST for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie CONKWEST under the ZelleRx-FCCC License as a result of or arising from CONEKSIS’ exercise of the rights granted to it under the FCCC Rights pursuant to this Agreement. CONEKSIS (itself or by or through its permitted sublicensees and/or other contractors) shall take all commercially reasonable steps to develop, commercialize, and promote the sales of Licensed Products, Licensed Services and/or Commercial Products. CONEKSIS will have no obligation to pay CONKWEST a “Minimum Annual Royalty” on any Commercial Products, Licensed Products or Licensed Services. All Royalties and other amounts due pursuant to this Section 2.3.3 5(b) for a particular calendar quarter shall be due and payable by CONEKSIS to CONKWEST in U.S. dollars within *** ( *** thirty (30) days after following the end of each such calendar quarter. Following With each payment, CONEKSIS shall provide a written statement setting forth the Royalty Period, no additional Royalty Payment shall be due total Gross Revenue and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing Sublicensing Revenues for the BID Product applicable calendar quarter and such other information as CONKWEST may reasonably request in order to verify the calculation of payments made by CONEKSIS to CONKWEST under this Agreement or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked. (b) AbbVie shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, *** *** and *** , on a country-by-country basis, within *** ( *** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on a country-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license satisfy CONKWEST’s reporting obligations under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such countryZelleRx-FCCC License.

Royalty Payments. (a) For a period of *** ( *** ) years commencing In consideration for the rights granted to Ipsen under this Agreement, Ipsen shall pay to GTx quarterly royalty payments on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment Net Sales determined as follows (the “Royalty Payment”) : (i) For the first calendar year as from the first Launch Date of the Licensed Product in the European Territory (“Y1”), and together with Ipsen shall pay, on a country-by-country basis a Royalty Payment equal to the Milestone Payments and the Guaranteed Purchase Price, applicable royalty rates set forth in this Section 3.4(a)(i) (the “Purchase PriceBase Royalty Rate”) equal to *** ( *** %) of annual Net Sales of Products in the Territory. Within *** ( *** ) days after the end of each calendar quarter), AbbVie shall deliver a report to Kadmon specifying multiplied by the Net Sales of Licensed Product for the PIN and ADT Indications (respectively the “PIN Base Royalty rate” and the “ADT Base Royalty Rate”) . (A) the PIN Base Royalty shall be equal to the greater of [ * ] and F, where F is the result of the following calculation: (B) the ADT Base Royalty shall be equal to the greater of [ * ] and G, where G is the result of the following calculation: For the purposes of calculating Expected Price for the PIN and ADT Indications for the initial calculation of the PIN and ADT Base Royalty, Ipsen shall update its forecast based upon the actual prices received from the appropriate agency upon receiving Pricing and Reimbursement Approval for products that have launched in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of first quarter when the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within **is due. (ii) Within [ * ( *** ) days after ] as from the end of each calendar quarter. Following the Royalty PeriodY1, no additional Royalty Payment Ipsen shall be due and owing except for any Royalty Payment that was accrued but unpaid during determine the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- following amounts : [ * ] = CERTAIN CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF INFORMATION CONTAINED IN THIS DOCUMENT. EACH SUCH PORTION, WHICH MARKED BY BRACKETS, HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDAPURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revokedAS AMENDED. (b) AbbVie shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, *** *** and *** , on a country-by-country basis, within *** ( *** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on a country-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such country.

Royalty Payments. For the rights and privileges granted under this Agreement, Diacrin shall pay to Cardion earned royalties equal to (i) Five Percent (5%) of the Net Sales price of all Licensed Products sold by Diacrin to its end user customers, and (ii) Five Percent (5%) of Net Sales accruing to the account of Diacrin as result of the sale of Licensed Products by Diacrin's sublicensees (the "Royalties"). Royalties shall be paid by Diacrin to Cardion quarterly on or before the following dates of each calendar year: (i) January 31 for the calendar quarter ending December 31; (ii) April 30 for the calendar quarter ending March 31; (iii) July 31 for the calendar quarter ending June 30; and (iv) October 31 for the calendar quarter ending September 30. (a) For Royalties shall be payable by Diacrin on Licensed Products sold within a period of *** ( *** ) years commencing on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in the Territory. Within *** ( *** ) days after the end of each calendar quarter, AbbVie shall deliver a report to Kadmon specifying the Net Sales of Product given country or territory included in the Territory only during the just completed calendar quarterperiod that any licensed rights included in the Patent Rights remain valid and effective in any such country or territory. In the event that a Valid Claim included in the Patent Rights lapses or if any of its claims are declared invalid by a court of competent jurisdiction, the obligation to pay royalties for the relevant patent shall terminate immediately as of the date of that decision, but this Agreement and the actual aggregate amount payable obligation to Kadmon on account pay Royalties shall remain in effect as to any remaining Valid Claims included in the Patent Rights. If a court of sales competent jurisdiction from which no appeal may be taken subsequently determines that such claim or claims are valid and consequently reinstates such claim or claims, Diacrin shall recommence the payment of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail Royalties pursuant to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end 3.3, together with applicable interest calculated in accordance with Section 3.5 of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked.this Agreement (b) AbbVie shall use its Commercially Reasonable Efforts If the sale of Licensed Products requires additional licenses from third parties, then the Royalties payable to launch the QD Formulation Cardion in each Major Country, *** *** and *** , on a country-by-country basis, within *** ( *** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Countrythe sale of the Licensed Products shall be proportionately reduced by the aggregate amount of royalties or fees paid by Diacrin to such third parties in respect to the sale of such Licensed Products, *** subject to the limitation that in no event shall the Royalties due and payable to Cardion be reduced as result of this Section 3(b) below 3.75% of Net Sales on Licensed Products. By way of example, *** if Diacrin becomes required to pay a 1.2% royalty on Net Sales price to a third party licensor, then this 1.2% royalty shall be subtracted from the initial 5% Royalty amount payable by Diacrin to Cardion, and *** the adjusted amount of Royalty payable to Cardion shall then be 3.8%. (c) All Milestone Payments and Maintenance Fees paid by Diacrin to Cardion shall be fully creditable and credited against any and all Royalties payable to Cardion, on a country-by-country basissubject to the limitation that to the extent application of any such credits would reduce the amount of Royalties otherwise payable by Diacrin by more than 50% with respect to any given year during the Term, those credits will be carried forward for application against Royalties payable in respect to subsequent years during the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such countryTerm.

Royalty Payments. (a) For a period of *** ( *** ) years commencing 5.1 Cosmar shall pay to Licensor in addition to the consideration referred to in Section 4.3 hereof, royalties in the amounts and at the times hereinafter set forth. Commencing on July 15, 1991, and on the 15th day immediately following of each month thereafter until the Closing Date expiration or earlier termination of this Agreement, Cosmar shall pay to Licensor a royalty of five percent (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** 5%) of annual the Net Sales Sale Price of Products all Licensed Product sold by Cosmar and any packaged products or kits sold by Cosmar in which Licensed Product is included ("Product Royalty") during the Territoryimmediately preceding month (except for the first payment on July 15, 1991 which shall include Product Royalty accrued from the date hereof). Within *** ( *** Licensor specifically acknowledges Cosmar's right to include Licensed Product together with Cosmar's own products, such as nail tips, nail glue and nail file, in Cosmar's own acrylic sculpture kit to be marketed and sold in Cosmar's packaging and under its trademarks. 5.2 Licensed Product shall be considered as "sold" when Licensed Product or products incorporating same are shipped to customers. Any Product Royalty paid on Licensed Product not accepted or returned by customers of Cosmar shall be credited against future Product Royalty payments accruing from Cosmar. The parties acknowledge that Licensed Product may be sold by Cosmar either incorporated with or without one or more Cosmar products not subject to this Agreement, that precise sales configurations are impossible to predict and may vary over the term of this Agreement, and that in any package or kit incorporating Licensed Product together with non-Licensed Product items, the Licensed Product is likely to represent the most valuable component thereof. In view of the foregoing, the parties have determined to adopt a single blended royalty rate. Licensor shall therefore be entitled to Product Royalty based on the Net Sale Price of each complete package or kit incorporating any Licensed Product, and no allocation shall be made as between the relative values of Licensed Product and any Cosmar product contained therein. All payments of Product Royalty shall be accompanied by a statement showing in reasonable detail the computation thereof. No Product Royalty payments shall be triggered solely by any bulk sale of the Licensed Product by Cosmar in connection with the cessation of sale of Licensed Product by Cosmar or the sale of Cosmar's business or the Licensed Product component of such business, so long as the purchaser under any such bulk sale has agreed to and does, in fact, accept assignment to it of, and assume, Cosmar's obligations under this Agreement; and, provided, that subsequent sales of unit(s) days of such bulk-sold Licensed Product shall occasion payment of the Product Royalty. No Product Royalty payment shall be due Licensor on account of any Licensed Product given away (that is, without receipt by Cosmar of any payment for such Licensed Product) by Cosmar for promotional purposes. 5.3 Cosmar shall make Product Royalty payments due on the 15th day after the end of each calendar quartermonth, AbbVie or the next business day if such 15th day is a Saturday, Sunday or a legal holiday, commencing with the month ending June 30, 1991. Unless and until otherwise notified in writing by Licensor, all payments to Licensor hereunder shall deliver a report to Kadmon specifying be made in person or by deposit on the Net Sales of Product date due in the Territory during United States 9 9 mails, first-class postage prepaid, of Cosmar's check in the just completed calendar quarteramount due, payable and addressed as follows: The Nail Consultants, Ltd., 1741 X. Xxxx Xxxxxx Lane, Suite 6, Phoenix, Arizona 85027 or to such other address as Licensor may from time-to-time specify in writing. 5.4 Notwithstanding payment of all Product Royalty, the continued maintenance of the exclusivity of the license granted hereby shall be subject to payment by Cosmar of minimum annual royalties, payable pro rata on a quarterly basis, commencing September, 1991, according to the following schedule ("Minimum Royalty"): Royalty Year Minimum Annual Royalty ------------ ---------------------- 1 $ 25,000 2 37,000 3 50,000 4 55,000 5 60,500 6 66,550 7 73,205 8 80,526 9 88,578 10 97,436 11 and thereafter 100,000 If the Product Royalty payment due for the last month of any quarter of any Royalty Year would not, when added to the sum of all Product Royalty payments made for all of the preceding months of the same Royalty Year, equal or exceed the pro rata Minimum Royalty then due at that point for that Royalty Year (the difference being hereinafter called the "Deficiency Amount"), then Cosmar, if it desires to maintain this Agreement in full force and effect, including the exclusivity of the license granted hereby, shall instead of paying only the Product Royalty amount then due, pay the entire Deficiency Amount. 5.5 exclusive to a nonexclusive license. The proviso in the preceding sentence is intended solely for the benefit of Cosmar, and shall not apply in favor of any transferee of Cosmar's rights or obligations hereunder. This Agreement shall otherwise continue in full force and effect, except that if Licensor should grant a nonexclusive license to any other licensee to make, use and sell the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revokedLicensed Products, and any Improvements thereof, and to practice the Patented Process, and any Improvements thereof (b) no Royalty Payment will which Improvements shall automatically become part of and be due and owing for included in the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDALicensed Property), including if the QD NDA is revoked. (b) AbbVie shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, *** *** and *** , on a country-by-country basis, within *** ( *** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie Cosmar shall have no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on option of having a country-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and similar nonexclusive license under the Kadmon Patent Rights that constitute Purchased Assets same terms and conditions granted to marketsaid other licensee under the Licensed Property, distribute, offer for sale and sell the QD Formulation in if it so desires. Licensor agrees to submit to Cosmar a copy of each such countrylicense hereinafter granted by Licensor to any other licensee.

Royalty Payments. (a) For a period of *** ( *** ) years commencing on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in the Territory. Within *** ( *** ) days after the end of each calendar quarter, AbbVie Licensee shall deliver a report to Kadmon specifying the Net Sales of Product in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked. (b) AbbVie shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, *** *** and *** pay Arvinas, on a Licensed Product-by-Licensed Product and country-by-country basis, within the following royalties on Annual Net Sales of Licensed Products in a particular country(ies), where such Licensed Product is a Valid Claim Licensed Product or a Deliverables Know-How Licensed Product, as applicable, at the time of sale in such country(ies), by Licensee (or its Sublicensee hereunder), subject to the terms of this Section 6.4 and Section 6.5 and the payment provisions in Article 7 below: Annual Net Sales (in US Dollars) Royalty Rate (%) Valid Claim Licensed Product Deliverables Know-How Licensed Product Portion of Annual Net Sales up to [*** ( ]: [*** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Country, ] [*** , ] Portion of Annual Net Sales equal to or greater than [*** and ]: [*** ] [**] 6.4.1 Royalty Term. CONFIDENTIAL EXECUTION COPY (a) Valid Claim Licensed Product. The royalty obligations set forth in this Section 6.4 above will commence, on a product-by-product and country-by-country basis, upon the First Commercial Sale of the relevant Valid Claim Licensed Product, and expire, on a product-by-product and country-by-country basis, upon the expiration of the last to expire Valid Claim within the Payment-Based Valid Claims that Covers the sale of such Valid Claim Licensed Product in such country (“Valid Claim Licensed Product Royalty Term”). For clarity, if the last relevant Valid Claim Covering the sale of a Valid Claim Licensed Product in a particular country expires prior to the expiration of the corresponding Deliverables Know-How Licensed Product Royalty Term, royalties shall continue to be payable on the sales of such Licensed Product in such country pursuant to Section 6.4.1(b) to the extent such Licensed Product is a Deliverables Know-How Licensed Product for the remaining duration of the Deliverables Know-How Licensed Product Royalty Term. (b) Deliverables Know-How Licensed Product. The royalty obligations set forth in this Section 6.4 above will commence, on a product-by-product and country-by-country basis, upon the First Commercial Sale of a Deliverables Know-How Licensed Product, and expire, on a product-by-product and country-by-country basis, upon the [**] anniversary of the date of First Commercial Sale of such Licensed Product in such country (“Deliverables Know-How Licensed Product Royalty Term”). For clarity, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch a Valid Claim within the QD Formulation Payment-Based Valid Claims Covers the sale of a Deliverables Know-How Licensed Product and such Valid Claim first comes into existence in a particular country after obtaining Regulatory Approval in the date of First Commercial Sale of such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation Licensed Product in such country, on the date of issuance of such Valid Claim, royalties shall continue to be payable on the sales of such Licensed Product pursuant to Section 6.4.1(a), at the rates set forth therein for the remaining duration of the Valid Claim Licensed Product Royalty Term. For purposes of calculating the [**] period above, for countries within the EU as of the relevant time, the [**] period shall commence upon First Commercial Sale within any country in the EU as constituted at the time of such First Commercial Sale.

Royalty Payments. (a) For In accordance with the terms and conditions of this Agreement, Purchaser or its Affiliate will make royalty payments to Spectrum, as consideration for the licenses granted by Spectrum to Purchaser pursuant to Section 2.1.1, by paying a period royalty equal to the amount that Spectrum is required to pay to Bayer pursuant to Section 4.3.1 of *** ( *** ) years commencing on the day immediately following Bayer Agreement, as a result of Purchaser’s Net Sales of the Closing Date Licensed Products in the Licensed Territory (the “Royalty PeriodPayments”), an annual from the Closing Date until such time as Spectrum’s royalty payment (obligations to Bayer under the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in the Territory. Within *** ( *** ) days after the end of each calendar quarter, AbbVie shall deliver a report to Kadmon specifying the Net Sales of Product in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked. (b) AbbVie shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, *** *** and *** , Bayer Agreement cease on a country-by-country basisbasis (the “Royalty Term”); provided, within *** ( *** however, that the Royalty Payments shall be subject to any applicable royalty reduction pursuant to the terms of Section 4.3.1(b). (b) months following In the date Regulatory Approval is obtained in such country for case of any reduction of the QD Formulation, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products Royalty Payments (as defined in the Territory. With respect Bayer Agreement), which Spectrum is obliged to each Major Countrypay to Bayer pursuant to the Bayer Agreement, *** Spectrum will (i) notify Purchaser of such reduction(s) and (ii) the Royalty Payments owed pursuant to Section 4.3.1(a) shall be reduced to the same extent the Royalty Payments (as defined in the Bayer Agreement) owed by Spectrum to Bayer under the Bayer Agreement are reduced. (c) For clarity, *** and *** Spectrum’s royalty obligations to Bayer under the Bayer Agreement cease, on a Licensed Product-by-Licensed Product and country-by-country basis, basis upon the expiration of the last-to-expire Valid and Enforceable Patent covering the marketing and sale of the Licensed Product in the event that AbbVie fails to use Commercially Reasonable Efforts to launch relevant country or fifteen (15) years from the QD Formulation after obtaining Regulatory Approval date of First Commercial Sale of the Licensed Product in such country in accordance with this subsection (bas determined under the Biogen Agreement), AbbVie shall grant Kadmon whichever is longer. (d) Upon expiration of the Royalty Term for Licensed Product in a particular country, (i) the licenses granted to Purchaser pursuant to [***] with respect to such Licensed Product in such country and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license under (ii) the Kadmon Patent Rights that constitute Purchased Assets licenses granted to market, distribute, offer for sale and sell the QD Formulation Purchaser [***] with respect to such Licensed Product in such country.

Royalty Payments. Within thirty (a) For a period of *** ( *** ) years commencing on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in the Territory. Within *** ( *** 30) days after the end completion of each calendar quarter, AbbVie CUSA will pay to LDI a royalty in United States dollars equal to 10% of the Net Sales during that quarter for sales of Decorative Products manufactured under the terms of this Agreement and sold to all Market Segments except the Flat Glass and Architectural Glass Market Segments. For Decorative Products sold to the Flat Glass and Architectural Glass Market Segments, the royalty rate shall deliver be equal to 3% of Net Sales during the quarter. When Net Sales by Licensee to the Flat Glass and Architectural Glass Market Segments have reached $500,000 within a report calendar year, the royalty rate for sales to Kadmon the Flat Glass and Architectural Glass Market Segments above that amount within the same calendar year shall be reduced to 2%. Within thirty (30) days after the completion of each calendar quarter, CUSA will pay to LDI in United States dollars a royalty equal to $1 for each Laser Subsurface Engraving Machine sold within that calendar quarter to LDI Subsurface Engraving Licensees. For purposes of this agreement, a Laser Subsurface Engraving Machine will be considered to have been sold in the calendar quarter during which the principal sales agreement between CUSA and the purchaser of the Laser Subsurface Engraving Machine has been signed and/or otherwise executed. CUSA will provide with each payment a Statement certified to be correct by CUSA, specifying the Net Sales of Product in Decorative Products for the Territory during quarter by market segment and geographic area, the just completed calendar quartercalculations, and the actual aggregate amount payable total royalties owed, all in a form reasonably acceptable to Kadmon on account LDI. For each sale, lease, or other disposition of sales a Laser Subsurface Engraving Machine, the Statement will list the name and address of Product during such the customer and the number and type of machines purchased, leased, or otherwise disposed of. Such payment will commence upon completion of the first full or partial calendar quarter after the Effective Date. If no royalty-bearing Net Sales have been made in any particular quarter, which report CUSA will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable a statement within *** ( *** thirty (30) days after the completion of that quarter stating that no royalty-bearing Net Sales have been made in the previous quarter. For all sales by CUSA not in United States dollars, the total of Net Sales by CUSA shall be converted into United States dollars using the currency conversion rates listed in the Wall Street Journal published on the last day of the calendar quarter or the day closest to the end of each the calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except quarter for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revokedwhich royalty payments are calculated. (b) AbbVie shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, *** *** and *** , on a country-by-country basis, within *** ( *** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie shall have no obligation thereafter to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on a country-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such country.

Royalty Payments. (a) For Seller shall pay Buyer a period royalty of *** ( percent (***%) of *** ) years commencing on to customers other than Buyer for use in the day immediately following Ophthalmic Field for the Closing Date duration of the term of this Agreement (the “Royalty Period”regardless of termination, other than by breach of Buyer, in which case no such royalty shall be payable), or for the life of any Buyer patent relating to the Amvisc Products, whichever is longer. In the event an annual royalty payment (the “Royalty Payment”Anika Manufactured Ophthalmic HA Product is commercially sold on or before December 31, and together with the Milestone Payments and the Guaranteed Purchase Price2001, the “Purchase Price”royalty payable to Buyer shall be *** CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. *** percent (***%) equal through and including *** and shall decrease to *** ( percent (*** *%) of annual Net Sales of Products in the Territorythereafter. Within *** ( *** ) days after the end of each calendar quarter, AbbVie Seller shall deliver a report pay to Kadmon specifying Buyer the Net Sales of Product royalty payment due for such quarter in U.S. dollars ("Royalty Payment"). For any sales made in currencies other than the Territory during the just completed calendar quarterU.S. dollar, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that converted from the currency in which the sale was accrued but unpaid during made into U.S. dollars at the Royalty Period. Notwithstanding exchange rate published in the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing Wall Street Journal for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTlast business day of the calendar quarter during which such sale occurs. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged Together with the BID Product) if AbbVie no longer has the right delivery of each such Royalty Payment, Seller shall deliver to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be Buyer a written accounting showing its computation of royalties due and owing under this Agreement for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked. (b) AbbVie such quarter. Such accounting shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, set forth *** *** and, the exchange rate applied, if any, and *** the total royalties due for the quarter in question. Buyer shall have the right, at its expense, on a country-by-country periodic basis, within *** ( *** but no more frequently than once in any twelve (12) months following month period, to appoint an independent certified public accountant to audit the date Regulatory Approval is obtained in such country sales records of Seller for the QD Formulationpurpose of confirming the accuracy of Seller's Royalty Payment computation. In the event Buyer's audit is not consistent with the accounting provided by Seller, including pricing and reimbursement approval. AbbVie Seller shall have no obligation thereafter thirty (30) days to Commercialize dispute Buyer's figures. If Seller does not dispute such figures, Seller shall immediately remit any underpayment to Buyer or Buyer shall return any overpayment to Seller. If Seller disputes Buyer's figures and the Products parties are unable to resolve any discrepancies, the parties shall submit the dispute to the process in the Territory. With respect to each Major Country, *** , *** and *** , on a country-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such countrySection 10.13.

Royalty Payments. (a) For Magen shall pay Lilly earned royalties as a period percentage of *** ( *** ) years commencing on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in Licensed Products. The royalty rate applicable to a particular sale of Licensed Product is determined based on the Territory. Within actual incremental amount of Net Sales, through the date of the sale during the calendar year of sale, under the following schedule: $[*] to $[** ( ] million [*** ) days after the end ]% of each calendar quarter, AbbVie shall deliver a report to Kadmon specifying the Net Sales $[*] million to $[*] million [*]% of Product in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales $[*] million [*]% of the Product for the period and the amount of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked.Net Sales (b) AbbVie If Magen enters into a license agreement with a Third Person under Patent or other intellectual property rights controlled by such Third Person that claim or cover the manufacture, use or sale of a Licensed Product (a “Third Party License”) and Magen reasonably believes such license is necessary for Magen to research, have researched, develop, have developed, make, have made, use, have used, manufacture, have manufactured, register, have registered, offer for sale, sell, have sold, import and export, distribute, or market Licensed Compounds and Licensed Products in the Field in the Territory, and Magen makes payments to such Third Person under such Third Party License with respect to such Licensed Product, then Magen may credit [*]% of such payment against the royalties payable to Lilly with respect to such Licensed Product, provided that in no event will the applicable royalty payable to Lilly with respect to such Licensed Product be reduced by more than [*]%. Royalty credits accrued but not used to offset royalty payments owed to Lilly may be applied against future royalty obligations based on sales of such Licensed Product. For clarity, the credit referred to above shall use its Commercially Reasonable Efforts not apply to launch any license that Magen acquires that is preferred by Magen but Magen does not reasonably believe is necessary to the QD Formulation exploitation of such Licensed Product. (c) Magen shall pay royalties due under this Section 4.3 concurrently with the remittance of the royalty report in each Major Countryaccordance with Section 4.4. For sales of a particular Licensed Product in a particular country (or jurisdiction), *** *** royalties shall be owed and *** , on a country-by-country basis, within *** ( *** ) months following payable under this Section 4.3 for such sales during the date Regulatory Approval is obtained Royalty Term applicable to such Licensed Product in such country (or jurisdiction). (d) The Parties hereby acknowledge and agree that the Lilly Patents and Lilly Know-How licensed pursuant to this Agreement justify royalties of differing amounts with respect to sales of the Licensed Product, which royalties could be applied separately to the Licensed Product involving the exercise of such Lilly Patents and/or the incorporation of such Lilly Know-How, and that if such royalties were calculated separately, royalties relating to the Lilly Patents and royalties relating to the Lilly Know-How would last for different terms. In light of such considerations and for reasons of convenience, the Parties have hereby determined that blended royalty rates for the QD Formulation, including pricing Lilly Patents and reimbursement approval. AbbVie shall have no obligation thereafter the Lily Know-How licensed hereunder will apply during a single Royalty Term and that the utilization of such blended royalty rates is advantageous to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on a country-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such countryboth Parties.

Royalty Payments. (a) For a period of *** ( *** ) years commencing on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in the Territory. Within *** ( *** ) 30 days after the end of each calendar quarterquarter (for purposes of this Agreement, AbbVie quarters shall deliver be deemed to end on March 31, June 30, September 30 and December 31 of each year (each three month period ending on such date, a report to Kadmon specifying the Net Sales of Product in the Territory "Fiscal Quarter")), during the just completed calendar quarter[REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*period commencing on the Product Launch Date and ending on the [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*of the Product Launch Date (the "Royalty Payment Period"), Buyer shall prepare and the actual aggregate amount payable deliver to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations Seller a statement (a "Royalty Payment Statement") setting forth its calculation of the amount of Qualifying Net Sales for the quarterly period then ended (a "Royalty Payment Quarter"), together with a reasonably detailed statement of gross sales and any deductions made from gross sales during such quarter as permitted by the definition of Qualifying Net Sales. No later than the 45th day following the end of each Royalty Payment Quarter during the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales of Period (and within 45 days after the Product for the period and the amount last day of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 Period), Buyer shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional pay to Seller an amount equal to [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*of Qualifying Net Sales for such Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid Quarter, subject to a limit of [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*for each [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*period [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]* during the Royalty PeriodPayment Period (the "Royalty Payment"). Notwithstanding Seller and its representatives shall have the foregoing or anything right, during normal business hours and upon reasonable advance request, to review relevant work papers and procedures used to prepare the contrary herein, (a) no Royalty Payment will be due Statement and owing for to have reasonable access to Buyer's financial employees involved in the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has preparation thereof and shall have the right to reference or use perform reasonable procedures necessary to confirm the ANDAaccuracy thereof at its own expense. If Seller disagrees with the amount of a Royalty Payment for the previous Royalty Payment Quarter, including Seller shall give written notice thereof to Buyer not later than 45 days after receipt of the Royalty Payment Statement therefor (it being understood and agreed that if the ANDA is revokedSeller shall not have given written notice within such 45-day period, Seller shall be deemed to have irrevocably agreed to such Royalty Payment amount), and (b) no Buyer and Seller shall attempt in good faith to resolve such disagreement. If after 30 days Buyer and Seller have not reached agreement, the matter shall be referred to an Arbitrator who shall be instructed to use every reasonable effort to make a determination of the Royalty Payment will amount within 30 days of appointment. Buyer shall give the Arbitrator during normal business hours access to all financial records of Buyer relevant to a determination of such Royalty Payment amount and to appropriate financial employees. The Arbitrator's determination shall be due final and owing for binding on Buyer and Seller with no right of appeal and enforceable by any court of competent jurisdiction. If the QD Formulation or Co-Packaged Product (but only with respect determination of such Royalty Payment amount shows that Buyer has overpaid such amount, then Seller shall promptly pay the amount of such overpayment to product co-packaged with Buyer. If the QD Formulation) if AbbVie no longer has determination shows an underpayment, then Buyer shall promptly pay the right amount of such underpayment to reference or use the QD NDA, including if the QD NDA is revoked.Seller. REDACTED (b) AbbVie In the event that the Product Launch Date has not occurred on or before [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]* (the "Repurchase Option Date"), Seller shall use its Commercially Reasonable Efforts have the right (the "Repurchase Option") (but not the obligation) to launch repurchase the QD Formulation in each Major CountryAssets from Buyer for an amount to be mutually agreed by the parties, *** *** and *** which amount shall not exceed [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*(the "Repurchase Price"). Buyer shall deliver to Seller written notice no later than 30 days after the Repurchase Option Date, on which notice shall set forth the cumulative number of Cases or Case Equivalents sold by Buyer as of the Repurchase Option Date. If such notice indicates that Buyer has not achieved a country-by-country basisProduct Launch Date, within *** ( *** ) months following then Seller shall have 60 days from the date Regulatory Approval is obtained in such country for of Buyer's written notice to exercise the QD FormulationRepurchase Option by written notice to Buyer. If Buyer achieves a Product Launch Date prior to the Repurchase Option Date, including pricing Buyer shall notify Seller of this fact within 30 days and reimbursement approvalno further notice shall be due to Seller pursuant to this provision. AbbVie Within 60 days after receipt of Seller's written notice exercising the Repurchase Option, (i) Buyer shall have no obligation thereafter convey back to Commercialize the Products Seller, free of Encumbrances (other than Permitted Encumbrances), all right, title and interest in the TerritoryAssets, and (ii) Seller shall pay Buyer the Repurchase Price by wire transfer of immediately available funds. With Upon any such conveyance, Buyer shall not be obligated to make any future Royalty Payment to Seller. (c) Seller agrees that nothing in this Agreement, or in any other agreement between Buyer and Seller, imposes any contractual, fiduciary or other obligation on Buyer at any time to market or sell any Developed Product or otherwise to maximize the amount of any Royalty Payment. Seller understands that Buyer may at any time (i) discontinue developing, testing, marketing, selling and distributing any Developed Product and/or (ii) market and sell products under names or marks other than ACCELERADE(R) or ENDUROX(R). (d) REDACTED Reduction Year"), then each Royalty Payment otherwise payable with respect to the first year of the Royalty Payment Period (each a "Standard Royalty Payment") will be reduced to an amount (a "Reduced Royalty Payment") equal to [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*. If more than one Royalty Reduction Year has occurred, then a similar calculation will apply for Royalty Payments with respect to each Major Countryyear after the first year of the Royalty Payment Period (until the number of years with Reduced Royalty Payments equals the number of Royalty Reduction Years), *** employing the Annual Sales Percentage applicable to the second Royalty Reduction Year to calculate the Reduced Royalty Payments in the second year of the Royalty Payment Period, *** and *** so on (if applicable). (e) The obligation of Buyer to make Royalty Payments pursuant to this Agreement shall terminate immediately upon the first occurrence of any of the following events: (i) if prior to the second anniversary of the Product Launch Date, Portman shall cease (other than as of the result of his death or disability which renders him unable to perform substantial functions of his position) to act on behalf of Seller on a countryfull-by-country time basis, in either an employee or independent contractor capacity or to have made other arrangements reasonably satisfactory to Buyer to continue activities relevant to the event Licensed Products (as defined in the License Agreement); (ii) upon 30 days' written notice by Buyer, if Seller breaches any of the covenants or agreements in this Agreement or in the License Agreement and such breach could materially and adversely affect Buyer's rights in the Assets, or the value or reasonably expected benefit to Buyer of the Assets, and Seller fails, within such 30 days, to cure such breach and the effect thereof; (iii) upon 30 days' written notice by Buyer, if (A) Portman breaches any of the covenants in the Portman Consulting, License and Noncompetition Agreement that AbbVie fails to use Commercially Reasonable Efforts to launch address restrictions on competition, non-disparagement or confidentiality, or materially breaches his service obligations thereunder (considered in the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (baggregate), AbbVie shall grant Kadmon (B) Portman fails, within 30 days after notice to Portman and its Affiliates Seller, to cure such breach and the effect thereof and (C) Portman admits such fault or is finally determined through the mediation and arbitration provisions of such agreement to have so breached such covenants or obligations and failed to have timely cured such breach and the effect thereof; or (iv) Seller or Portman takes any action that has a non-exclusivedetrimental effect on the Brand Names or the Acquired Intellectual Property, royalty-free, irrevocable, transferable and sublicensable right such action (and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such countryeffect thereof) is not cured by Seller or Portman (as applicable) within 30 days after receiving written notice from Buyer.

Royalty Payments. 1. For the periods aggregating ten (a) For a period of *** ( *** 10) years commencing after the Closing Date, the Buyer shall pay to the Seller the royalties described on Attachment 7. Royalties shall be computed based on the day immediately following currency of the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, United States and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products shall be paid in the Territorycurrency of the United States. Within *** ( *** Royalties shall be calculated at the end of every calendar quarter ("Payment Period") and paid within forty-five (45) days after the end of such Payment Period. A written statement ("Royalty Statement") shall accompany each calendar quarterroyalty payment, AbbVie or shall deliver be sent alone within such forty-five (45) day period if no royalties are due for the respective Payment Period, providing a complete itemized description of the calculation of the royalties paid for the respective Payment Period. 2. The Buyer shall maintain books of account and records concerning costs, sales and other items necessary for the calculation of royalties for a period of three (3) years after the respective royalty is paid. A certified public accountant appointed by the Seller may, at the Seller's expense, examine such books and records solely for the purpose of verifying the accuracy of any Royalty Statement or other accounting rendered by the Buyer hereunder. The Seller agrees that such certified public accountant shall be required to sign an agreement with the Buyer protecting confidential information of the Buyer and shall be authorized by the Buyer to report to Kadmon specifying the Net Sales of Product in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of Seller only the amount of the Royalty Payment royalties due and payable in sufficient detail to enable Kadmon to review Net Sales of the Product for the period and the amount respect of the Royalty Payment paidStatement examined. Any amounts payable Such examination shall take place at a mutually agreed upon time and place, but in any event only during the Buyer's normal business hours and upon reasonable advance written request. The Buyer agrees to pay for the reasonable fees, costs and expenses charged by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after any certified public accountant engaged by the end of each calendar quarter. Following Seller for such review if the royalties paid pursuant to the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during Statement over a calendar year are understated by more than fifteen percent (15%) of the Royalty Periodroyalties actually due. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked. (b) AbbVie shall use its Commercially Reasonable Efforts to launch the QD Formulation in each Major Country, *** *** and *** , on a country-by-country basis, within *** ( *** ) months following the date Regulatory Approval is obtained in such country for the QD Formulation, including pricing and reimbursement approval. AbbVie The Seller shall have no obligation thereafter other rights to Commercialize examine the Products in Buyer's books and records. 3. The Buyer shall, at its option, be entitled to reduce the Territory. With respect amount that the Buyer would otherwise be obligated to each Major Country, *** , *** and *** , on a country-by-country basispay to the Seller pursuant to this Article III.B, in satisfaction of any of the event that AbbVie fails Seller's undisputed obligations to use Commercially Reasonable Efforts the Buyer hereunder, including, without limitation, any offset to launch which the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license Buyer is entitled to under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation provisions contained in such countryAttachment 7.

Royalty Payments. (a) For Magen shall pay Lilly earned royalties as a period percentage of *** ( *** ) years commencing on the day immediately following the Closing Date (the “Royalty Period”), an annual royalty payment (the “Royalty Payment”, and together with the Milestone Payments and the Guaranteed Purchase Price, the “Purchase Price”) equal to *** ( *** %) of annual Net Sales of Products in Licensed Products. The royalty rate applicable to a particular sale of Licensed Product is determined based on the Territory. Within *** ( *** ) days after actual incremental amount of Net Sales, through the end date of each the sale during the calendar quarteryear of sale, AbbVie shall deliver a report to Kadmon specifying under the following schedule: Incremental Annual Net Sales Royalty Rate $[*] to $[*] million [*]% of Product in the Territory during the just completed calendar quarter, and the actual aggregate amount payable to Kadmon on account of sales of Product during such calendar quarter, which report will provide Kadmon with calculations of the amount of the Royalty Payment in sufficient detail to enable Kadmon to review Net Sales $[*] million to $[*] million [*]% of the Product for the period and the amount Net Sales $[*] million [*]% of the Royalty Payment paid. Any amounts payable by AbbVie under this Section 2.3.3 shall be due and payable within *** ( *** ) days after the end of each calendar quarter. Following the Royalty Period, no additional Royalty Payment shall be due and owing except for any Royalty Payment that was accrued but unpaid during the Royalty Period. Notwithstanding the foregoing or anything to the contrary herein, (a) no Royalty Payment will be due and owing for the BID Product or Co-Packaged Product (but only with respect to product co- CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaged with the BID Product) if AbbVie no longer has the right to reference or use the ANDA, including if the ANDA is revoked, and (b) no Royalty Payment will be due and owing for the QD Formulation or Co-Packaged Product (but only with respect to product co-packaged with the QD Formulation) if AbbVie no longer has the right to reference or use the QD NDA, including if the QD NDA is revoked.Net Sales (b) AbbVie If Magen enters into a license agreement with a Third Person under Patent or other intellectual property rights controlled by such Third Person that claim or cover the manufacture, use or sale of a Licensed Product (a “Third Party License”) and Magen reasonably believes such license is necessary for Magen to research, have researched, develop, have developed, make, have made, use, have used, manufacture, have manufactured, register, have registered, offer for sale, sell, have sold, import and export, distribute, or market Licensed Compounds and Licensed Products in the Field in the Territory, and Magen makes payments to such Third Person under such Third Party License with respect to such Licensed Product, then Magen may credit [*]% of such payment against the royalties payable to Lilly with respect to such Licensed Product, provided that in no event will the applicable royalty payable to Lilly with respect to such Licensed Product be reduced by more than [*]%. Royalty credits accrued but not used to offset royalty payments owed to Lilly may be applied against future royalty obligations based on sales of such Licensed Product. For clarity, the credit referred to above shall use its Commercially Reasonable Efforts not apply to launch any license that Magen acquires that is preferred by Magen but Magen does not reasonably believe is necessary to the QD Formulation exploitation of such Licensed Product. (c) Magen shall pay royalties due under this Section 4.3 concurrently with the remittance of the royalty report in each Major Countryaccordance with Section 4.4. For sales of a particular Licensed Product in a particular country (or jurisdiction), *** *** royalties shall be owed and *** , on a country-by-country basis, within *** ( *** ) months following payable under this Section 4.3 for such sales during the date Regulatory Approval is obtained Royalty Term applicable to such Licensed Product in such country (or jurisdiction). (d) The Parties hereby acknowledge and agree that the Lilly Patents and Lilly Know-How licensed pursuant to this Agreement justify royalties of differing amounts with respect to sales of the Licensed Product, which royalties could be applied separately to the Licensed Product involving the exercise of such Lilly Patents and/or the incorporation of such Lilly Know-How, and that if such royalties were calculated separately, royalties relating to the Lilly Patents and royalties relating to the Lilly Know-How would last for different terms. In light of such considerations and for reasons of convenience, the Parties have hereby determined that blended royalty rates for the QD Formulation, including pricing Lilly Patents and reimbursement approval. AbbVie shall have no obligation thereafter the Lily Know-How licensed hereunder will apply during a single Royalty Term and that the utilization of such blended royalty rates is advantageous to Commercialize the Products in the Territory. With respect to each Major Country, *** , *** and *** , on a country-by-country basis, in the event that AbbVie fails to use Commercially Reasonable Efforts to launch the QD Formulation after obtaining Regulatory Approval in such country in accordance with this subsection (b), AbbVie shall grant Kadmon and its Affiliates a non-exclusive, royalty-free, irrevocable, transferable and sublicensable right and license under the Kadmon Patent Rights that constitute Purchased Assets to market, distribute, offer for sale and sell the QD Formulation in such countryboth Parties.