Common use of Royalty Rates Clause in Contracts

Royalty Rates. For Licensed Products directed to [***], Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Licensed Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For [***] as well as any other Target for which the corresponding Licensed Product has been designated a Phase I Completed Original Product, Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Licensed Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For any other Target for which the corresponding Roche Product had not been designated a Phase I Completed Original Product (and thus the start of the Roche Option Period was the receipt of the GLP Data Package), Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Roche Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For each Licensed Product that is a C4T Co-Dev Product, the above royalty rates shall be increased by [***] percentage points for each tier. For example, [***]. If C4T delivers a Funding Reduction Notice pursuant to Section 6.3.5, then the [***] percentage points shall be adjusted proportionately to reflect C4T’s actual share of the Shared Development Costs. For example, [***]. For the purpose of calculating royalties of a Product, Calendar Year Net Sales and the royalty rates shall be subject to the following adjustments, as applicable:

Royalty Rates. For Licensed Products directed Subject to [***], Roche shallthe remainder of this Section 9.3, on a Licensed Product-by-Licensed Product and country-by-country basis, Ultragenyx will pay C4T Solid royalties based on the aggregate Net Sales of the applicable Licensed Product sold by a Selling Party during a Calendar Year at the rates set forth in the applicable table below; provided that in no event will royalties be due with respect to Net Sales of an Income Share Product in the Option Territory even if a Product Reversion occurs with respect to such Income Share Product. The obligation to pay royalties will be imposed only once with respect to the same unit of a Licensed Product. Calendar Year Net Sales of a given (in U.S. Dollars) for such Licensed Product in the Territory Royalty Rates as follows: a Percentage (%) of Net Sales with respect to a Licensed Product that is not an Option Product Royalty Rates as a Percentage (%) of Net Sales with respect to a Development Share Product Portion of Calendar Year Net Sales of a Licensed Product: Rate: up to and including $[***] [**]% [**]% Portion of Calendar Year Net Sales that exceeds $[**] up to and including $[***] [***] ]% [**]% Portion of Calendar Year Net Sales that exceeds $[**] [***] ]% [**]% Portion of Calendar Year Net Sales up to and including $[**] [**]% Portion of Calendar Year Net Sales that exceeds $[**] up to and including $[***] [***] For ]% Portion of Calendar Year Net Sales that exceeds $[**] [*] as well as any other Target for which the corresponding Licensed Product has been designated a Phase I Completed Original Product, Roche shall, on *]% On a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of an Income Share Product in the Option Territory will not be counted for purposes of determining which royalty tier applies to the Net Sales of such Income Share Product outside the Option Territory. Further, the applicable royalty rate set forth in the applicable table above will apply only to that portion of the Net Sales of a given Licensed Product in during a given Calendar Year that falls within the Territory as follows: Portion indicated range. By way of example and without limitation of this Section 9.3.1, if Calendar Year Net Sales of a Licensed Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For any other Target for which by the corresponding Roche Product had not been designated a Phase I Completed Original Product (and thus the start of the Roche Option Period was the receipt of the GLP Data Package), Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales Selling Parties of a given Licensed Product in that is not an Option Product were [**] Dollars ($[**]) for a given Calendar Year, then the Territory as follows: Portion of royalties payable with respect to such Calendar Year Net Sales of a Roche Product: Ratefor such Licensed Product for such Calendar Year, subject to adjustment as set forth in this Section 9.3.1, would be: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For each Licensed Product that is a C4T Co-Dev Product, the above royalty rates shall be increased by [***] percentage points for each tier. For example, [***]. If C4T delivers a Funding Reduction Notice pursuant to Section 6.3.5, then the [***] percentage points shall be adjusted proportionately to reflect C4T’s actual share of the Shared Development Costs. For example, [***]. For the purpose of calculating royalties of a Product, Calendar Year Net Sales and the royalty rates shall be subject to the following adjustments, as applicable:.

Royalty Rates. For Licensed Products directed 8.1.1.1 Royalties Payable on ALN-TTR02 in the Former Genzyme Territory Excluding Japan. Subject to the provisions of this Agreement, Alnylam shall pay to Genzyme royalties on annual Net Sales of ALN-TTR02 by Alnylam and its Related Parties in the Former Genzyme Territory, excluding Japan, as determined on a country-by-country basis, as follows: [***] [***] [***] [***] [***] [***] 8.1.1.2 Royalties Payable on ALN-TTR02 in Japan. Subject to the provisions of this Agreement, Roche shall, on a Licensed Product-by-Licensed Product basis, Alnylam shall pay C4T to Genzyme royalties on Calendar Year annual Net Sales of a given Licensed Product ALN-TTR02 by Alnylam and its Related Parties in Japan, as follows: CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. [***] [***] 8.1.1.3 Royalties Payable on ALN-TTRsc02. Subject to the provisions of this Agreement, Alnylam shall pay to Genzyme royalties on annual Net Sales of ALN-TTRsc02 by Alnylam and its Related Parties in the Licensed Territory as follows: Portion of Calendar Year Net Sales of a Licensed Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For Royalties on annual Net Sales of ALN-TTRsc02 shall be paid at the rate applicable to the portion of such annual Net Sales within each of the Net Sales levels above during such Calendar Year. By way of example only, if Alnylam receives [***] as well as any other Target for which the corresponding Licensed Product has been designated a Phase I Completed Original Product, Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year U.S. Dollars ($[***]) in Net Sales of ALN-TTRsc02 in the Licensed Territory during a given Licensed Product in Calendar Year, then the Territory royalties payable by Alnylam under this Section 8.1.1.3 on such Net Sales would be calculated as follows: Portion of Calendar Year Net Sales of a Licensed Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For any other Target for which Royalties on annual Net Sales shall be paid at the corresponding Roche Product had not been designated a Phase I Completed Original Product (and thus rate applicable to the start portion of such Net Sales within each of the Roche Option Period was the receipt of the GLP Data Package), Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of levels above during such Calendar Year Net Sales of a Roche Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For each Licensed Product that is a C4T Co-Dev Product, the above royalty rates shall be increased by [***] percentage points for each tier. For example, [***]. If C4T delivers a Funding Reduction Notice pursuant to Section 6.3.5, then the [***] percentage points shall be adjusted proportionately to reflect C4T’s actual share of the Shared Development Costs. For example, [***]. For the purpose of calculating royalties of a Product, Calendar Year Net Sales and the royalty rates shall be subject to the following adjustments, as applicable:Year.

Royalty Rates. Subject to the terms of this Section 7.4 and Section 7.5, Celgene shall pay Jounce royalties on Annual Net Sales, on an Initial Licensed Product-by-Initial Licensed Product basis during the applicable Royalty Term, equal to the following portions of Annual Net Sales of the applicable Initial Licensed Product multiplied by the applicable royalty rate set forth below for such portion of Annual Net Sales during the applicable Royalty Term for each such Initial Licensed Product, which royalties shall be paid in accordance with Section 7.4.5 (the “Per Initial Licensed Product Annual Net Sales”). For clarity, the royalties (and royalty tiers) shall be calculated separately on an Initial Licensed Products directed Product-by-Initial Licensed Product basis. (a) Portion of Per Initial Licensed Product Annual Net Sales in the Territory of a given Initial Licensed Product in a given Calendar Year up to and including [***] Dollars ($[***], Roche shall, on a Licensed Product-by-) [***] Percent ([***]%) (b) Portion of Per Initial Licensed Product basis, pay C4T royalties on Annual Net Sales in the Territory of a given Initial Licensed Product in a given Calendar Year above [***] Dollars ($[***]), up to and including [***] Dollars ($[***]) [***] Percent ([***]%) (c) Portion of Per Initial Licensed Product Annual Net Sales in the Territory of a given Initial Licensed Product in a given Calendar Year above [***] Dollars ($[***]), up to and including [***] Dollars ($[***]) [***] Percent ([***]%) (d) Portion of Per Initial Licensed Product Annual Net Sales in the Territory of a given Initial Licensed Product in a given Calendar Year above [***] Dollars ($[***]) [***] Percent ([***]%) The applicable royalty rate set forth in the tables above shall apply only to that portion of the Per Initial Licensed Product Annual Net Sales of a given Initial Licensed Product during a given Calendar Year that falls within the indicated range. For clarity: (i) if no royalty is payable on a given unit of Initial Licensed Product (e.g., following the Royalty Term for such Initial Licensed Product in a given country), then the Territory as follows: Portion Net Sales of Calendar Year such unit of Initial Licensed Product shall not be included for purposes of determining the royalties or royalty tiers; (ii) Net Sales of a given Initial Licensed Product: Rate: Product shall not be combined with Net Sales of any other Initial Licensed Product for purposes of determining the foregoing royalties or royalty tiers; and (iii) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For [***] as well as any other Target for which the corresponding Licensed Product has been designated a Phase I Completed Original Product, Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Licensed Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For any other Target for which the corresponding Roche Product had not been designated a Phase I Completed Original Product (and thus the start of the Roche Option Period was the receipt of the GLP Data Package), Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Roche Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For each Licensed Product that is a C4T Co-Dev Product, the above royalty rates shall be increased payable by [***] percentage points Celgene to Jounce for each tier. For example, [***]. If C4T delivers a Funding Reduction Notice pursuant to Section 6.3.5, then the [***] percentage points shall be adjusted proportionately to reflect C4T’s actual share of the Shared Development Costs. For example, [***]. For the purpose of calculating royalties of a Product, Calendar Year Net Sales and the royalty rates shall be subject to the following adjustments, as applicable:.

Royalty Rates. For (A) During the Royalty Term, in respect of Ranibizumab Licensed Products, the Licensee will pay to Ascendis royalties on Net Sales of all Ranibizumab Licensed Products directed on the following worldwide cumulative basis: That portion of calendar year Net Sales accumulated worldwide greater than [***] [*** ] That portion of calendar year Net Sales accumulated worldwide greater than [***] [*** ] That portion of calendar year Net Sales accumulated worldwide greater than [***] [*** ] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (B) During the Royalty Term, in respect of Other Licensed Products, the Licensee will pay to Ascendis royalties on Net Sales of such Other Licensed Products on the following worldwide cumulative basis: That portion of calendar year Net Sales accumulated worldwide greater than [***] [*** ] That portion of calendar year Net Sales accumulated worldwide greater than [***] [*** ] That portion of calendar year Net Sales accumulated worldwide greater than [***] [*** ] (C) If the Licensee [***] filed on or before [***]) on or after [***], Roche shalland the use or sale of a Licensed Product would, [***] in respect of such Licensed Product shall be reduced by [***] on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Licensed Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For [***] as well as any other Target for which the corresponding Licensed Product has been designated a Phase I Completed Original Product, Roche shall, on a Licensed Productand country-by-Licensed Product country basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Licensed Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For any other Target for which the corresponding Roche Product had not been designated a Phase I Completed Original Product (and thus the start of the Roche Option Period was the receipt of the GLP Data Package), Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Roche Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For each Licensed Product that is a C4T Co-Dev Product, the above royalty rates shall be increased by [***] percentage points for each tier. For exampleclarity, [***]. If C4T delivers a Funding Reduction Notice pursuant to Section 6.3.5, then this reduction shall not apply if: (i) the [***] percentage points shall be adjusted proportionately to reflect C4T’s actual share that is the subject of the Shared Development Costs. For example, [***] filed on or after [***]. For ) on or after [***]; or (ii) if the purpose [***]. (D) Royalties payable under this Clause 7.5 for Ranibizumab Licensed Products shall be paid within [***] of calculating royalties the end of each Quarterly Period and for Other Licensed Products shall be paid within [***] of the end of each Quarterly Period, in each case in US Dollars to the credit of a Productbank account to be designated in writing by Ascendis. The Licensee shall convert the amount of such sales into Swiss Francs and then into US Dollars using the Licensee’s then-current internal foreign currency translation actually used on a consistent basis in preparing its audited financial statements. (E) At the same time as payment of royalties falls due, Calendar Year the Licensee shall submit, or cause to be submitted, to Ascendis a statement in writing recording the calculation of such royalties payable and in particular: (1) the Quarterly Period for which the royalties are calculated; (2) the Sales of each Licensed Product sold during the Quarterly Period; (3) the amount of lump sum deduction as per subpart (1) of the Net Sales definition during the Quarterly Period; (4) the uncollectible amounts as per subpart (2) of the Net Sales definition during the Quarterly Period; [***] Certain information in this document has been omitted and filed separately with the royalty rates shall be subject Securities and Exchange Commission. Confidential treatment has been requested with respect to the following adjustmentsomitted portions. (5) the amount of credit card charges as per subpart (3) of the Net Sales definition during the Quarterly Period; (6) the amount of government mandated fees and taxes as per subpart (4) of the Net Sales definition during the Quarterly Period; (7) the Net Sales of each Licensed Product sold during the Quarterly Period; (8) the amount of royalties due and payable; and (9) the amount of any withholding or other income taxes deductible or due to be deducted from the amount of royalties due and payable (if applicable). (F) Where the Licensee has granted any sub-licence, as applicable:the Licensee shall include, in its royalty payments, payments in respect of all sales which are carried out by or on behalf of the Sub-Licensee, and shall include records of such sales in the statements it submits pursuant to this Clause 7.5.

Royalty Rates. For Licensed Products directed Subject to [***], Roche shallthe other terms of this Section 5.4, on a Licensed Product-by-Licensed Product basis, pay C4T royalties during the Royalty Term for a given Product in a given country in the Royalty Bearing Territory, Merck shall make, on a Calendar Year basis, royalty payments to NewLink on the Product Net Sales of such Product in a given Calendar Year in such countries at the applicable royalty rate set forth below (which royalty rates shall be different for the Current Product and for any other Product as set forth below). For clarity, the royalties (and royalty tiers) shall be calculated separately on a Product-by-Product basis. Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory up to and including $[*] in a given Calendar Year [*]% Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[*] and less than or equal to $[*] in a given Calendar Year [*]% Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[*] and less than or equal to $[*] in a given Calendar Year [*]% Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[*] in a given Calendar Year [*]% [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory up to and including $[*] in a given Calendar Year [*]% Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[*] and less than or equal to $[*] in a given Calendar Year [*]% Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[*] and less than or equal to $[*] in a given Calendar Year [*]% Portion of annual Product Net Sales for a given Product in the applicable countries in the Royalty Bearing Territory greater than $[*] in a given Calendar Year [*]% For clarity, (i) if no royalty is payable on a given unit of Product (e.g., following the Royalty Term for such Product in a given country or sales of a given Product outside of the Royalty Bearing Territory), then the Product Net Sales of such unit of Product shall not be included for purposes of determining the foregoing royalty tiers and (ii) Product Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year will not be combined with Product Net Sales of a Licensed Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For [***] as well as any other Target Product for which purposes of determining the corresponding Licensed Product has been designated a Phase I Completed Original Product, Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Licensed Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For any other Target for which the corresponding Roche Product had not been designated a Phase I Completed Original Product (and thus the start of the Roche Option Period was the receipt of the GLP Data Package), Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Roche Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For each Licensed Product that is a C4T Co-Dev Product, the above foregoing royalty rates shall be increased by [***] percentage points for each tier. For example, [***]. If C4T delivers a Funding Reduction Notice pursuant to Section 6.3.5, then the [***] percentage points shall be adjusted proportionately to reflect C4T’s actual share of the Shared Development Costs. For example, [***]. For the purpose of calculating royalties of a Product, Calendar Year Net Sales and the royalty rates shall be subject to the following adjustments, as applicable:tiers.

Royalty Rates. For (a) As further consideration for the rights granted to Bayer hereunder, subject to Clause 7.6.3 and 7.6.4, commencing upon the First Commercial Sale of a Licensed Products directed to [***], Roche shallProduct in the Territory, on a Licensed Product-by-Licensed Product basis, Bayer shall pay C4T royalties to BicycleTx a [***] royalty on Calendar Year the aggregated Net Sales of each Licensed Product sold by Bayer, its Affiliates, and their Sublicensees in the Territory during each Calendar Year (the "Royalty Payment") at the following rates as set forth in the table below: Net Sales in the Territory of a given Licensed Product in a Calendar YearRoyalty Rate [***] [***] ​ 289122840 v2 ​ ​ CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Net Sales in the Territory as follows: Portion of Calendar Year Net Sales of a Licensed Product: Rate: Product in a Calendar YearRoyalty Rate [***] [***] [***] [***] [***] [***] ​ (b) The Parties agree that the Royalty Rates listed in Clause 7.6.1(a) are in respect of Licensed Products that are for therapeutic purposes only. Bayer shall also pay royalties in respect of Licensed Products that are for diagnostic but not therapeutic purposes to BicycleTx in accordance with Clause 7.6.1 except that: (i) the applicable Royalty Rate will be an amount equivalent to [***] of the Royalty Rate listed in Clause 7.6.1(a); and (ii) for the purposes of calculating the Net Sales for the applicable royalties in respect of diagnostic Licensed Products, only Net Sales in respect of the diagnostic Licensed Product shall be taken into account. In all other manners the provisions of Clause 7.6 shall apply on a mutatis mutandis basis in respect of Licensed Products for diagnostic purpose. For the avoidance of doubt, royalties on Net Sales of therapeutic Licensed Products shall be calculated separately from royalties on diagnostic Licensed Products. By way of non-exhaustive example, if the aggregated Net Sales in the Territory of a diagnostic Licensed Product in respect of a Target in a given Calendar Year are [***] ], Bayer shall pay to BicycleTx a Royalty Rate on those Net Sales of [***] [***] For [***] as well as any other Target for which the corresponding Licensed Product has been designated a Phase I Completed Original Product], Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Licensed Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For any other Target for which the corresponding Roche Product had not been designated a Phase I Completed Original Product (and thus the start of the Roche Option Period was the receipt of the GLP Data Package), Roche shall, on a Licensed Product-by-Licensed Product basis, pay C4T royalties on Calendar Year Net Sales of a given Licensed Product in the Territory as follows: Portion of Calendar Year Net Sales of a Roche Product: Rate: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For each Licensed Product that is a C4T Co-Dev Product, the above royalty rates shall be increased by [***] percentage points for each tier. For example, i.e. [***]. If C4T delivers By way of further non-exhaustive example, if Bayer, its Affiliates, or their Sublicensees hits aggregated Net Sales in a Funding Reduction Notice pursuant to Section 6.3.5, then the Calendar Year of [***] percentage points in respect of a therapeutic Licensed Product for the purpose of such Target, Bayer shall be adjusted proportionately also pay to reflect C4T’s actual share BicycleTx a Royalty Rate on those Net Sales of the Shared Development Costs. For example, [***] i.e. [***]. For the purpose of calculating royalties of a Product, Calendar Year Net Sales and the royalty rates shall be subject to the following adjustments, as applicable:.