Common use of Royalty Rate Clause in Contracts

Royalty Rate. The royalty rate for Section 3.3.1 shall be determined as follows: (a) In the event the First Commercial Sale of Licensed Product in a country in the Territory occurs prior to the date (the " *** Date") that is the earlier of (a) *** or (b) the *** *** *** *** *** Such royalty rate shall be in effect until the *** ; provided, however, that in addition to such royalty, TAP shall pay a royalty with respect to any *** in excess of the Sales Forecasts for each calendar year, or portion thereof, prior to the *** Date. Such additional royalty shall be in an amount calculated as follows: at the end of each calendar quarter TAP shall calculate the amount, if any, by which total *** for the quarter, net of any theretofore unutilized offset or credit calculated in accordance with the proviso contained in the immediately succeeding sentence, is in excess of the Sales Forecast for such quarter. The number of any excess prescriptions shall be multiplied by the *** for Licensed Products during such period and TAP shall pay an amount equal to *** *** *** of the resultant product of such calculation as additional royalty in accordance with Section 3.3.3 provided, that if the total *** for a quarter are below the Sales Forecast for such quarter, then TAP may offset such shortfall against any excess *** , calculated in accordance with the immediately preceding sentence, for any other quarter in the same calendar year and may take a credit against royalty payments otherwise due hereunder in the amount of *** *** , of the amount of such total *** shortfall, multiplied by the applicable *** , up to the amount of any additional royalty paid and not theretofore offset in accordance with the terms of this Section during such calendar year. (b) From the period beginning on the *** Date in a country, the royalty rate in such country shall be based upon the aggregate Net Sales of all Licensed Product in all such countries in the Territory in each calendar year as follows: (i) in Net Sales;

Royalty Rate. The royalty rate for Section 3.3.1 shall be determined as follows: (a) In consideration of the event rights granted to BI under Section 3.1, with respect to any BI Product, BI shall pay PPI (i) a royalty in the amount equal to ***% of annual Net Sales of such BI Product (the "***% Royalty Rate") up to $***, and (ii) a royalty in the amount equal to ***% of that portion of annual Net Sales of such BI Product (the "***% Royalty Rate") greater than $***. Each of the ***% Royalty Rate and the ***% Royalty Rate are referred to herein as the "Applicable Base Royalty Rate." The Applicable Base Royalty Rate is subject to increase as provided in Section 6.1.1(b), and to reduction as provided in Section 6.1.1(c) and Section 6.8. (b) If, within three years after PPI's First Commercial Sale of a PPI Product in a country, BI introduces a BI Product to the market in such country, the Applicable Base Royalty Rate with respect to Net Sales of such BI Product in such country for the first and second consecutive twelve-month periods, respectively, commencing on the First Commercial Sale of Licensed such BI Product in a country in such country, shall be the Territory occurs prior Applicable Base Royalty Rate with respect to the date (the " such Net Sales, plus *** Date") that is the earlier of (a) *% and *** or (b) the *** *** *** *** *** Such royalty rate shall be in effect until the *** %, respectively; provided, however, that in addition the maximum amount of additional royalties (over and above the amount of royalties payable pursuant to such royalty, TAP paragraph (a) above) which BI shall be obligated to pay a royalty with respect PPI pursuant to any *** in excess this paragraph (b) shall not exceed 50% of the Net Sales Forecasts for each of such PPI Product in such country during the consecutive twelve calendar year, or portion thereof, prior to months immediately preceding the *** Date. Such additional royalty shall be First Commercial Sale of such BI Product in an amount calculated as follows: at such country. (c) If (i) in any calendar year commencing after the end of each calendar quarter TAP shall calculate the amount, if any, by which total *** for the quarter, net of any theretofore unutilized offset or credit calculated in accordance with the proviso contained in the immediately succeeding sentence, is in excess of the Sales Forecast for such quarter. The number of any excess prescriptions shall be multiplied by the *** for Licensed Products during such period and TAP shall pay an amount equal to *** *** *** of the resultant product of such calculation as additional royalty in accordance with Section 3.3.3 provided, that if the total *** for a quarter are below the Sales Forecast for such quarter, then TAP may offset such shortfall against any excess *** , calculated in accordance with the immediately preceding sentence, for any other quarter in the same first full calendar year and may take following the First Commercial Sale of a credit against royalty payments otherwise due hereunder in the amount of *** *** , of the amount of such total *** shortfall, multiplied by the applicable *** , up to the amount of any additional royalty paid and not theretofore offset in accordance with the terms of this Section during such calendar year. (b) From the period beginning on the *** Date BI Product in a country, Net Sales of such BI Product in the royalty rate Territory are less than $*** and (ii) in such country shall be based upon the aggregate number of units of a Third Party AD Product sold in such country during such year exceeds ***%, ***%, ***%, ***% or ***%, respectively, of the number of units of such BI Product sold in such country during such year, the Applicable Base Royalty Rate with respect to Net Sales of all Licensed such BI Product in all such countries country during such year shall be reduced by ***%, ***%, ***%, ***% or ***%, respectively, provided that in no event shall such Applicable Base Royalty Rate be reduced by more than ***% (including pursuant to the Territory in each calendar year as follows: (i) in Net Sales;operation of Section 6.1.1(c), alone or together with Section 6.

Royalty Rate. The royalty rate for Section 3.3.1 shall be determined as followsSubject to the terms and conditions of this Agreement, Licensee will pay to POZEN royalties based on the aggregate annual Net Sales of Products sold by Licensee, its Affiliates or Sublicensees, at the rates set forth below: (a) In For Net Sales of Products sold in the event Territory: (i) For Net Sales *** ***: (1) of the First Commercial Sale portion of Licensed aggregate Net Sales of Products during a calendar year that is equal to or less than $***; (2) of the portion of aggregate Net Sales of Products during a calendar year that is greater than $*** but equal to or less than $***; and (3) of the portion of aggregate Net Sales of Products during a calendar year that is greater than $***. (ii) For Net Sales ***: (1) of the portion of aggregate Net Sales of Products during a calendar year that is equal to or less than $1***; and (2) of the portion of aggregate Net Sales of Products during a calendar year that is greater than $***. (b) Notwithstanding the foregoing provisions of this Section 8.2.1 (Royalty Rate), if a *** is sold in one or more countries in the Territory where ***, the total royalties owed for Products shall be determined *** ***, according to the following calculations: (i) percent (***%) of the total Net Sales of the *** sold in any country in the Territory shall be added to the total Net Sales of the *** (the resulting amount being the “Segregated Net Sales”), and the applicable royalty rates set forth in Section 8.2.1(a) shall be applied to the Segregated Product Net Sales (the resulting amount being the “Segregated Royalty Amount”); (ii) the applicable royalty rates set forth in Section 8.2.1(a) shall be applied to the remaining *** percent (***%) of the total Net Sales of the *** (the resulting amount being the “Remaining Royalty Amount”); and (iii) the amount owed by Licensee shall be equal to the Segregated Royalty Amount plus the Remaining Royalty Amount. (iv) If *** are also sold in a country in the Territory occurs prior to the date (the " where there are at least*** Date") being sold, then the calculations above shall be applied similarly to each such ***, such that is the earlier of (a) *** or percent (b***%) of the Net Sales of each *** shall be added to the Segregated Royalty Amount, and the remaining *** percent (***%) of each *** shall be combined only with the remaining *** percent (*** Such royalty rate shall be in effect until *%) of Net Sales of the other additional Products (i.e., *** ; provided, however, *) that are being sold in addition to such royalty, TAP shall pay a royalty with respect to any *** in excess of the Sales Forecasts for each calendar year, or portion thereof, prior to the *** Date. Such additional royalty shall be in an amount calculated as follows: at the end of each calendar quarter TAP shall calculate the amount, if any, by which total *** for the quarter, net of any theretofore unutilized offset or credit calculated in accordance with the proviso contained other countries in the immediately succeeding sentence, is in excess of the Sales Forecast for such quarterTerritory. The number of any excess prescriptions shall be multiplied by example set forth in Schedule 8.2.1 illustrates the *** for Licensed Products during such period and TAP shall pay an amount equal to *** *** *** of the resultant product of such calculation as additional royalty in accordance with Section 3.3.3 provided, that if the total *** for a quarter are below the Sales Forecast for such quarter, then TAP may offset such shortfall against any excess *** , calculated in accordance with the immediately preceding sentence, for any other quarter in the same calendar year and may take a credit against royalty payments otherwise due hereunder in the amount of *** *** , of the amount of such total *** shortfall, multiplied by the applicable *** , up to the amount of any additional royalty paid and not theretofore offset in accordance with the terms application of this Section during such calendar year8.2.1(b). (b) From the period beginning on the *** Date in a country, the royalty rate in such country shall be based upon the aggregate Net Sales of all Licensed Product in all such countries in the Territory in each calendar year as follows: (i) in Net Sales;

Royalty Rate. The In partial consideration of the Licenses and rights granted to Illumina under Article 2, and subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, the royalty rate deductions set forth in Section 8.3(c)), with respect to each Licensed Product, Illumina shall make the following non-refundable, non-creditable royalty payments to SomaLogic on the aggregate Net Sales for all Sales of such Licensed Product in the Territory by the Selling Entities to Third Parties during each Fiscal Year at the time specified in Section 3.3.1 shall be determined as follows8.6: (ai) In During the event the First Commercial Sale of Licensed Product in a country in the Territory occurs Co-Exclusivity Term and only prior to the date expiration of the Royalty Term, Illumina shall pay SomaLogic a royalty rate of (the " *** Date") that is the earlier of (a) *%*** or *) on aggregate Net Sales. (bii) Notwithstanding anything to the contrary in Section 8.3(a)(i), during the Co-Exclusivity Term and only prior to the expiration of the Royalty Term, solely in the event that a Sale of a Licensed Product to a Top (*** *) Customer occurs during the first (*** *) Commercial Years with respect to such Licensed Product, Illumina shall pay the following royalty rates on Net Sales for all Sales of such Licensed Product by a Selling Entity to such Top (*** *) Customer in each Commercial Year in accordance with the following table: *For purposes of determining the applicable royalty rate under this Section 8.3(a)(ii), (*** *) in the table above refer to the applicable Commercial Year following the first Sale of a Licensed Product to such Top (*** Such royalty rate shall be in effect until *) Customer (except Commercial Year refers to the twelve (12) consecutive months commencing on the first full month following the first Sale of a Licensed Product to the relevant Top (*** *) Customer); provided, however, that in addition the event that the first Sale in the Territory by a Selling Entity of a Licensed Product to a Top (***) Customer does not occur within the (***) period immediately following the first day of the first full month following the First Commercial Sale of a Licensed Product, the royalty rates applicable to such royaltySale and all subsequent Sales shall be as set forth in Section 8.3(a)(i) or Section 8.3(a)(iii), TAP as applicable, and the royalty rates set forth in this Section 8.3(a)(ii) shall pay a royalty not apply. Illumina agrees to contact in writing each Top (***) Customer either to include such Top (***) Customer in Illumina’s early access program with respect to any *** in excess Licensed Product(s) or within the first Commercial Year with respect to the first Licensed Product for the purpose of soliciting purchases of Licensed Product(s). (iii) During (A) the Sales Forecasts for each calendar year, or portion thereof, Non-Exclusivity Term and prior to the expiration of the Royalty Term; or (B) the Co-Exclusivity Term if, on a Licensed Product-by-Licensed Product and country-by-country basis, a Licensed Product is not within the Royalty Term, Illumina shall pay SomaLogic a royalty rate of (*** Date. Such additional royalty shall be in an amount calculated as follows: at the end of each calendar quarter TAP shall calculate the amount, if any, by which total *%*** *) on aggregate Net Sales (and, with respect to (B) only, the reporting and refund obligations set forth in Section 8.3(a)(iv) shall apply, mutatis mutandis). For the avoidance of doubt, (1) upon the expiration of the Co-Exclusivity Term, with respect to all Licensed Products, or (2) prior to the expiration of the Co-Exclusivity Term with respect to each Licensed Product for the quarter, net which there is no Valid Claim of any theretofore unutilized offset or credit calculated in accordance with the proviso contained a Licensed Patent that Covers such Licensed Product in the immediately succeeding sentencecountry of Sale, is (x) the royalty rates set forth in excess of the Sales Forecast for such quarter. The number of any excess prescriptions Sections 8.3(a)(i) and (ii) shall be multiplied by the *** for Licensed Products during such period not apply and TAP (y) Illumina shall pay an amount equal to *** *** *** of the resultant product of such calculation as additional royalty in accordance with Section 3.3.3 provided, that if the total *** for a quarter are below the Sales Forecast for such quarter, then TAP may offset such shortfall against any excess *** , calculated in accordance with the immediately preceding sentence, for any other quarter in the same calendar year and may take a credit against royalty payments otherwise due hereunder in the amount of *** *** , of the amount of such total *** shortfall, multiplied by the applicable *** , up to the amount of any additional royalty paid and not theretofore offset in accordance with the terms of this Section during such calendar year. (b) From the period beginning on the *** Date in a country, the royalty rate set forth in this Section 8.3(a)(iii) on all Sales of the Licensed Product(s) by a Selling Entity, in each case regardless of whether such Sale is to a Top (***) Customer or otherwise. CONFIDENTIAL (iv) During the Non-Exclusivity Term and following expiration of the Term, if, on a Licensed Product-by-Licensed Product and country-by-country basis, a Licensed Product is not within the Royalty Term, and for so long as the manufacture of the applicable Licensed Product incorporates or uses Trade Secrets of SomaLogic that are protected as Trade Secrets under Applicable Laws of the United States, Illumina shall be based upon the pay SomaLogic a royalty rate of (***%***) on aggregate Net Sales of all such Licensed Product Product, subject to any reductions as set forth in all such countries in the Territory in each calendar year as follows:Section 8.3(c). (iv) in Net Sales;(***).

Royalty Rate. The royalty rate for Section 3.3.1 shall be determined as followsSubject to the terms and conditions of this Agreement, AstraZeneca will pay to POZEN royalties based on the aggregate annual Net Sales of Products sold by AstraZeneca, its Affiliates or Sublicensees, at the rates set forth below: (a) In of the event the First Commercial Sale portion of Licensed Product in a country aggregate Net Sales of Products sold in the Territory occurs prior to the date (the " United States during a calendar year. *** Date") that is the earlier of (a) *** or (b) the *** *** *** *** *** Such royalty rate shall be in effect until the *** ; provided, however, that in addition to such royalty, TAP shall pay a royalty with respect to any *** in excess of the Sales Forecasts Portion for each calendar year, or portion thereof, prior to the *** Date. Such additional royalty shall be in an amount calculated as follows: at the end of each calendar quarter TAP shall calculate the amount, if any, by which total *** for the quarter, net of any theretofore unutilized offset or credit calculated in accordance with the proviso contained in the immediately succeeding sentence, is in excess of the Sales Forecast for such quarter. The number of any excess prescriptions shall be multiplied by the *** for Licensed Products during such period and TAP shall pay an amount equal to *** *** *** of the resultant product of such calculation as additional royalty in accordance with Section 3.3.3 provided, that if the total *** for a quarter are below the Sales Forecast for such quarter, then TAP may offset such shortfall against any excess *** , calculated in accordance with the immediately preceding sentence, for any other quarter in the same calendar year and may take a credit against royalty payments otherwise due hereunder in the amount of *** *** , of the amount of such total *** shortfall, multiplied by the applicable *** , up to the amount of any additional royalty paid and not theretofore offset in accordance with the terms of this Section during such calendar yearconfidential treatment requested. (b) From the period beginning on the *** Date in a country, the royalty rate in such country shall be based upon the aggregate For Net Sales of all Licensed Product in all such countries in Products sold outside the Territory in each calendar year as followsUnited States: (i) For Net Sales ***: 1. of the portion of aggregate Net Sales of Products during a calendar year that is equal to or less than $***; 2. of the portion of aggregate Net Sales of Products during a calendar year that is greater than $*** but equal to or less than $***; and " 3. of the portion of aggregate Net Sales of Products during a calendar year that is greater than $***.” (ii) For Net Sales ***: 1. of the portion of aggregate Net Sales of Products during a calendar year that is equal to or less than $***; and “ 2. of the portion of aggregate Net Sales of Products during a calendar year that is greater than $***. (c) Notwithstanding the foregoing provisions of this Section 8.4.1 (Royalty Rate), if a *** is sold in one or more countries where ***, the total royalties owed for Products shall be determined ***, according to the following calculations: (i) percent (***%) of the total Net Sales of the *** sold in any country shall be added to the total Net Sales of the *** (the resulting amount being the “Segregated Net Sales”), and the applicable royalty rates set forth in Section 8.41(a) and (b) shall be applied to the Segregated Product Net Sales (the resulting amount being the “Segregated Royalty Amount”); (ii) the applicable royalty rates set forth in Section 8.4.1(a) and (b) shall be applied to the remaining *** percent (***%) of the total Net Sales of the *** (the resulting amount being the “Remaining Royalty Amount”); and (iii) the amount owed by AstraZeneca shall be equal to the Segregated Royalty Amount plus the Remaining Royalty Amount. *** Portion for which confidential treatment requested. - 6 - (iv) If *** are also sold in a country where there are at least *** being sold, then the calculations above shall be applied similarly to each such ***, such that *** percent (***%) of the Net Sales of each *** shall be added to the Segregated Royalty Amount, and the remaining *** percent (***%) of each *** shall be combined only with the remaining *** percent (***%) of Net Sales of the other *** (i.e., ***) that are being sold in other countries. The example set forth in Schedule 8.4.1 illustrates the application of this 8.4.1(c).”