Common use of Royalty Rates Clause in Contracts

Royalty Rates. In further consideration of the NOVACEA Licenses, NOVACEA shall pay XXXXXX XXXXX a royalty (the “Patent and Know-How Royalty”) as set forth below. (a) the Patent and Know-How Royalty rate shall be [*] percent ([*]%) on the Net Sales of each dosage form of (i) the Licensed Product and (ii) Improvements that NOVACEA, its Affiliates and/or its permitted sublicensees (if applicable) make in each country of the NOVACEA Territory; (b) the Parties acknowledge that the sale by NOVACEA of Licensed Product during the Royalty Term may be affected by competition from Third Parties that, for whatever reason, have chosen to compete notwithstanding the XXXXXX XXXXX Patents. In the event that there are lawful sales of a Generic Product in any Quarter during the Royalty Term, the royalty rate applicable to Net Sales of Licensed Product and Improvements during such Quarter shall be determined by the formula W = X x (Y-Z), in which “W” is the applicable royalty rate, “X” is [*], “Y” is 100 % and “Z” is the number of percentage points of Market Share, rounded to the nearest whole percentage point, captured by such Generic Product during such Quarter; provided, however, that in no event shall the applicable Patent and Know-How Royalty rate be less than [*] percent ([*]%); (c) with respect to sales of a Competing Product other than lawful sales of a Generic Product, when such Competing Product takes a Market Share in excess of [*]% for any Quarter in a country of the NOVACEA Territory, the Patent and Know-How Royalty rate applicable to Net Sales made in such country shall be reduced to [*] percent ([*]%) for such Quarter; (d) for purposes of this Section 11.3.1, “Market Share” shall be based on the grams of Compound (expressed as base) in unit sales of Generic Product (when considered for purposes of Clause (b) above) or other Competing Product (when considered for purposes of Clause (c) above) made by the applicable Third Party(ies) in the subject country of the NOVACEA Territory, divided by the sum of (i) the grams of Compound (expressed as base) in unit sales of Generic Product or other Competing Product, as the case may be, made by Third Party(ies) and (ii) the grams of Compound (expressed as base) in unit sales for such form of the Licensed Product made by NOVACEA in the subject country of the NOVACEA Territory. Unit sales of Generic Product or other Competing Product shall be determined by the sales reported by IMS America Ltd. of Plymouth Meeting, Pennsylvania (“IMS”) or its equivalent in other countries of the NOVACEA Territory or any successor thereto, or such other source as the Parties may mutually agree (the “Sales Reporting Organizations”); and (e) any reductions in Patent and Know How Royalty under Clause (b) or Clause (c) above shall be effective for sales made by NOVACEA, its Affiliates and its sublicensees for the Licensed Product in such country during the Quarter giving rise to such reduction. Thereafter, Third Party unit sales as reported by the Sales Reporting Organizations shall be used by the Parties on a quarterly basis to determine the Patent and Know-How Royalty rate for the Licensed Product in such country for each successive Quarter, with such rate remaining the same, adjusting pursuant to Clause (b) or Clause (c), above or, if the Market Share of neither a Generic Product nor another Competing Product fails to exceed [*] percent ([*]%) during any such Quarter, returning to the rate otherwise applicable under Clause (a) above, effective for such Quarter.

Royalty Rates. In further consideration With respect to sales of Products by Celldex, its Affiliates and Sublicensees, and subject to the provisions of this Section 5.3, Celldex shall pay to Amgen during the applicable Royalty Term provided for in Section 5.3(e), quarterly royalties calculated as a percentage of the NOVACEA Licenses, NOVACEA shall pay XXXXXX XXXXX a royalty (the “Patent and Know-How Royalty”) as set forth below. (a) the Patent and Know-How Royalty rate shall be [*] percent ([*]%) on the aggregate annual Net Sales of each dosage form Product, on a Product-by-Product and country-by-country basis based on the following royalty rates: For the avoidance of doubt, each of the royalty rates set forth in this Section 5.3(a) shall apply only to that incremental portion of the annual Net Sales on a Product-by-Product and country-by-country basis that falls within the applicable range for such royalty rate. For example, if the aggregate annual Net Sales of a particular Product in a particular year in a particular country equals [*] Million, the royalties payable to Amgen would be equal to ([*] x [*] Million = [*] Million) + ([*] x [*] Million = [*] Million) + ([*] x [*] Million = [*] Million) = [*] Million. Following the Generic Date in a particular country, if (i) the Licensed Product is claimed by a Valid Claim in such country, and the last-to-expire Valid Claim Covering the applicable Product in such country has expired; and (ii) Improvements Celldex can demonstrate, to the reasonable satisfaction of Amgen, that NOVACEAits, its Affiliates and/or Affiliates’ or its permitted sublicensees (if applicable) make Sublicensees’ Net Sales have been reduced by at least [*] in each * Confidential such country of in comparison to the NOVACEA Territory; (b) same quarter in the Parties acknowledge that the sale by NOVACEA of Licensed Product during the Royalty Term may be affected by competition from Third Parties thatprior year’s Net Sales in such country, for whatever reason, have chosen to compete notwithstanding the XXXXXX XXXXX Patents. In the event that there are lawful sales of a Generic Product in any Quarter during the Royalty Term, then the royalty rate applicable for purposes of calculating royalties payable to Amgen on Net Sales of Licensed such Product and Improvements in such country under this Section 5.3 during such Quarter the remainder of the applicable Royalty Term set forth in Section 5.3(e) shall be determined by the formula W = X x (Y-Z), in which “W” is the applicable royalty rate, “X” is [*], “Y” is 100 % and “Z” is the number of percentage points of Market Share, rounded reduced to the nearest whole percentage point, captured by such Generic Product during such Quarter; provided, however, that in no event shall the applicable Patent and Know-How Royalty a rate be less than [*] percent ([*]%); (c) with respect to sales of a Competing Product other than lawful sales of a Generic Product, when such Competing Product takes a Market Share in excess of [*]% for any Quarter in a country of the NOVACEA Territory, the Patent and Know-How Royalty rate applicable to Net Sales made in such country shall be reduced to [*] percent ([*]%) for such Quarter; (d) for purposes of this Section 11.3.1, “Market Share” shall be based on the grams of Compound (expressed as base) in unit sales of Generic Product (when considered for purposes of Clause (b) above) or other Competing Product (when considered for purposes of Clause (c) above) made by the applicable Third Party(ies) in the subject country of the NOVACEA Territory, divided by the sum of (i) the grams of Compound (expressed as base) in unit sales of Generic Product or other Competing Product, as the case may be, made by Third Party(ies) and (ii) the grams of Compound (expressed as base) in unit sales for such form of the Licensed Product made by NOVACEA in the subject country of the NOVACEA Territory. Unit sales of Generic Product or other Competing Product shall be determined by the sales reported by IMS America Ltd. of Plymouth Meeting, Pennsylvania (“IMS”) or its equivalent in other countries of the NOVACEA Territory or any successor thereto, or such other source as the Parties may mutually agree (the “Sales Reporting Organizations”); and (e) any reductions in Patent and Know How Royalty under Clause (b) or Clause (c) above shall be effective for sales made by NOVACEA, its Affiliates and its sublicensees for the Licensed Product in such country during the Quarter giving rise to such reduction. Thereafter, Third Party unit sales as reported by the Sales Reporting Organizations shall be used by the Parties on a quarterly basis to determine the Patent and Know-How Royalty rate for the Licensed Product in such country for each successive Quarter, with such rate remaining the same, adjusting pursuant to Clause (b) or Clause (c), above or, if the Market Share of neither a Generic Product nor another Competing Product fails to exceed [*] percent ([*]%) during any such Quarter, returning to the rate otherwise applicable under Clause (a) above, effective for such Quarter.

Royalty Rates. In further partial consideration of the NOVACEA Licenseslicenses and rights granted by Protagonist to Xxxxxxx under this Agreement, NOVACEA Xxxxxxx shall pay XXXXXX XXXXX a royalty (the “Patent and Know-How Royalty”) as set forth below. (a) the Patent and Know-How Royalty rate shall be [*] percent ([*]%) to Protagonist royalties on the aggregate Net Sales of each dosage form Licensed Product by Xxxxxxx, its Affiliates and sublicensees in each country in the Territory during each Calendar Year of the Royalty Term for such Licensed Product in such country at the rates set forth in the table below. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) the Licensed Product not material and (ii) Improvements would be competitively harmful if publicly disclosed. For that NOVACEA, its Affiliates and/or its permitted sublicensees (if applicable) make in each country portion of the NOVACEA Territory; (b) the Parties acknowledge that the sale by NOVACEA of Licensed Product during the Royalty Term may be affected by competition from Third Parties that, for whatever reason, have chosen to compete notwithstanding the XXXXXX XXXXX Patents. In the event that there are lawful sales of a Generic Product in any Quarter during the Royalty Term, the royalty rate applicable to annual Net Sales of such Licensed Product and Improvements during in the Territory in such Quarter shall be determined by the formula W = X x (Y-Z), in which “W” is the applicable royalty rate, “X” is [*], “Y” is 100 % and “Z” is the number of percentage points of Market Share, rounded to the nearest whole percentage point, captured by such Generic Product during such Quarter; provided, however, that in no event shall the applicable Patent and Know-How Royalty rate be Calendar Year less than [*] percent ([*]%); (c) % For that portion of annual Net Sales of such Licensed Product in the Territory in such Calendar Year greater than or equal to [*] and less than [*] [*]% For that portion of annual Net Sales of such Licensed Product in the Territory in such Calendar Year greater than or equal to [*] and less than [*] [*]% For that portion of annual Net Sales of such Licensed Product in the Territory in such Calendar Year greater than or equal to [*] [*]% By way of example, if annual Net Sales of a Licensed Product in the Territory during such Calendar Year were [*], the royalties due with respect to sales such Licensed Product would equal the sum of (a) [*]% of [*] (i.e., [*]) and (b) [*]% of [*] (i.e., [*]), for a Competing Product other than lawful sales of a Generic Product, when such Competing Product takes a Market Share in excess total of [*]% . Section 7.7.1 is hereby amended by replacing it in its entirety with the following: 7.7.1. Each Party shall keep (and cause its Affiliates, (sub)licensees and Third Party Subcontractors to keep) complete, true and accurate books of account and records for any Quarter in a country the purpose of determining the NOVACEA Territory, the Patent and Know-How Royalty rate applicable to Net Sales made in such country shall be reduced to [*] percent ([*]%) for such Quarter; (d) for purposes of this Section 11.3.1, “Market Share” shall be based on the grams of Compound (expressed as base) in unit sales of Generic Product (when considered for purposes of Clause (b) above) Development Costs shared or other Competing Product (when considered for purposes of Clause (c) above) made reimbursed by the applicable Third Party(ies) in the subject country of the NOVACEA Territory, divided by the sum of (i) the grams of Compound (expressed as base) in unit sales of Generic Product or other Competing Product, as the case may be, made by Third Party(ies) and (ii) the grams of Compound (expressed as base) in unit sales for such form of the Licensed Product made by NOVACEA in the subject country of the NOVACEA Territory. Unit sales of Generic Product or other Competing Product shall be determined by the sales reported by IMS America Ltd. of Plymouth Meeting, Pennsylvania (“IMS”) or its equivalent in other countries of the NOVACEA Territory or any successor thereto, or such other source as the Parties may mutually agree under Section 7.2 (the “Sales Reporting OrganizationsCost Records”); and and Xxxxxxx shall keep (eand cause its Affiliates, sublicensees and Third Party Subcontractors to keep) any reductions in Patent complete, true and Know How Royalty under Clause (b) or Clause (c) above shall be effective for sales made by NOVACEA, its Affiliates accurate books of account and its sublicensees records for the Licensed Product in such country during purpose of determining royalties and Sales Milestone Payments payable by Xxxxxxx to Protagonist under Sections 7.4 and 7.5 (the Quarter giving rise to such reduction. Thereafter, Third Party unit sales as reported by the Sales Reporting Organizations shall be used by the Parties on a quarterly basis to determine the Patent and Know-How “Royalty rate for the Licensed Product in such country for each successive Quarter, with such rate remaining the same, adjusting pursuant to Clause (b) or Clause (cRecords”), above or, if the Market Share of neither a Generic Product nor another Competing Product fails to exceed [*] percent ([*]%) during any such Quarter, returning to the rate otherwise applicable under Clause (a) above, effective for such Quarter.

Royalty Rates. In further Instead of the royalties payable as specified in Clause 7(d)(ii) of the R&L Agreement, the royalties payable to Yeda by XTL in consideration of the NOVACEA LicensesLicence granted under the R&L Agreement, NOVACEA shall pay XXXXXX XXXXX a royalty (the “Patent and Know-How Royalty”) be as set forth below.follows: (a) the Patent and Know-How Royalty rate shall be [*] percent ([*]%percent) on the of Net Sales (as hereinafter defined) from ***** using the Licensed Patents and/or the Licensed Technology (‘the Therapeutical Products’). ‘Net Sales’ as used herein shall have the meaning ascribed to the term in the R&L Agreement, references therein to ‘the Products’ being read as references to the Therapeutical Products. (b) percent) of each dosage form of any amount received by XTL from any third party and calculated on ***** (as defined below) (“the XTL Net Royalty”)_, provided (i) that if ***** of the Licensed Product XTL Net Royalty is greater than ***** percent) of Net Sales from such sales by such third party of such Therapeutical Products, then the royalty payable to Yeda by XTL on such amount shall be ***** per cent) of Net Sales from such sales by such third party and (ii) Improvements that NOVACEA, its Affiliates and/or its permitted sublicensees (if applicable***** per cent) make in each country of the NOVACEA Territory; (bXTL Net Royalty is less than ***** per cent) of Net Sales from such sales by such third party of such Therapeutical Products, then the Parties acknowledge royalty payable to Yeda by XTL on such amount shall be *****) of Net Sales from such sales by such third party; ‘Third Party Royalties’, for the purpose of a deduction to be made from any amount received by XTL pursuant to this Section 2.1.1(b) above, shall mean any royalty calculated on the said amount and payable by XTL to a third party for the right to the use of a compound included in the Therapeutical Product in respect of which the amount has been received and/or for the right to the use of technology used directly in the development or production of the Therapeutical Product in respect of which the amount has been received, provided always that the sale by NOVACEA duty to pay the royalty to the third party has been established at arms length and in good faith and the size of Licensed Product during the Royalty Term may such royalty is no greater than what would be affected by competition from due in an arms length transaction entered into in good faith. “Third Parties thatparty” in this definition of “Third Party Royalties” shall include Yeda itself, for whatever reason, have chosen to compete notwithstanding the XXXXXX XXXXX Patents. In in the event that there are lawful sales a royalty as aforesaid in the said definition is payable to Yeda by XTL in respect of a Generic Product compound or technology other than that licensed under the R&L Agreement. 2.1.2. percent) of all amounts received by XTL from third parties (except the amounts governed by Section 2.1.1(b) above or Section 2.1.4 below) under or pursuant to agreements allowing such third parties the use of *****. 2.1.3. percent) of all amounts received by XTL from a third party payable upon *****. 2.1.4. percent) of all amounts received by XTL under or pursuant to agreements with third parties *****. 2.1.5. percent) of all amounts received by XTL as a result of any activities under and/or *****. Where the amounts received by XTL as aforesaid are the result of activities not involving the grant of sublicences to third parties (‘Direct Activities’) and are amounts received in any Quarter during the Royalty Terma transaction other than at arms length, the royalty rate applicable due to Net Sales of Licensed Product and Improvements during such Quarter Yeda shall be determined calculated on the amount that would have been received by XTL in a transaction at arms length. 2.1.6. For the formula W = X x (Y-Z)avoidance of doubt, in which “W” it is expressly stated that royalties shall not be due pursuant to Sections 2.1.2, 2.1.4 or 2.1.5 above on *****. 2.1.7. For the applicable royalty rateavoidance of doubt, “X” it is [*], “Y” is 100 % and “Z” is the number of percentage points of Market Share, rounded to the nearest whole percentage point, captured by such Generic Product during such Quarter; provided, howeverexpressly stated, that nothing in no event this Section 2.1 above or elsewhere in this letter shall be deemed to derogate from the applicable Patent and Know-How Royalty rate be less than [*] percent ([*]%); (cprovisions of Clause 7(c) with respect to sales of a Competing Product other than lawful sales of a Generic Product, when such Competing Product takes a Market Share in excess of [*]% for any Quarter in a country of the NOVACEA TerritoryR&L Agreement governing the grant of sublicences. 2.1.8. A table exemplifying the provisions of Clause 2.1 above is attached as Appendix A hereto. If there shall be any contradiction between the table and the provisions of Clause 2.1, the Patent and Know-How Royalty rate applicable to Net Sales made in such country shall be reduced to [*] percent ([*]%) for such Quarter; (d) for purposes of this Section 11.3.1, “Market Share” shall be based on the grams of Compound (expressed as base) in unit sales of Generic Product (when considered for purposes provisions of Clause (b) above) or other Competing Product (when considered for purposes of Clause (c) above) made by the applicable Third Party(ies) in the subject country of the NOVACEA Territory, divided by the sum of (i) the grams of Compound (expressed as base) in unit sales of Generic Product or other Competing Product, as the case may be, made by Third Party(ies) and (ii) the grams of Compound (expressed as base) in unit sales for such form of the Licensed Product made by NOVACEA in the subject country of the NOVACEA Territory. Unit sales of Generic Product or other Competing Product 2.1 shall be determined by the sales reported by IMS America Ltd. of Plymouth Meeting, Pennsylvania (“IMS”) or its equivalent in other countries of the NOVACEA Territory or any successor thereto, or such other source as the Parties may mutually agree (the “Sales Reporting Organizations”); and (e) any reductions in Patent and Know How Royalty under Clause (b) or Clause (c) above shall be effective for sales made by NOVACEA, its Affiliates and its sublicensees for the Licensed Product in such country during the Quarter giving rise to such reduction. Thereafter, Third Party unit sales as reported by the Sales Reporting Organizations shall be used by the Parties on a quarterly basis to determine the Patent and Know-How Royalty rate for the Licensed Product in such country for each successive Quarter, with such rate remaining the same, adjusting pursuant to Clause (b) or Clause (c), above or, if the Market Share of neither a Generic Product nor another Competing Product fails to exceed [*] percent ([*]%) during any such Quarter, returning to the rate otherwise applicable under Clause (a) above, effective for such Quartergovern.

Royalty Rates. In further Instead of the royalties payable as specified in Clause 7(d)(ii) of the R&L Agreement, the royalties payable to Yeda by XTL in consideration of the NOVACEA LicensesLicence granted under the R&L Agreement, NOVACEA shall pay XXXXXX XXXXX a royalty (the “Patent and Know-How Royalty”) be as set forth below.follows: (a) the Patent and Know-How Royalty rate shall be [*] percent ([*]%percent) on the of Net Sales (as hereinafter defined) from sales by XTL of each dosage form human therapeutical drugs developed and/or made under and/or using the Licensed Patents and/or the Licensed Technology (‘the Therapeutical Products’). ‘Net Sales’ as used herein shall have the meaning ascribed to the term in the R&L Agreement, references therein to ‘the Products’ being read as references to the Therapeutical Products. (b) percent) of any amount received by XTL from any third party and calculated on sales by such third party of Therapeutical Products, after deduction from such amount of Third Party Royalties (as defined below) (“the XTL Net Royalty”)_, provided (i) that if ***** of the Licensed Product XTL Net Royalty is greater than ***** percent) of Net Sales from such sales by such third party of such Therapeutical Products, then the royalty payable to Yeda by XTL on such amount shall be ***** per cent) of Net Sales from such sales by such third party and (ii) Improvements that NOVACEA, its Affiliates and/or its permitted sublicensees (if applicable***** per cent) make in each country of the NOVACEA Territory; (bXTL Net Royalty is less than ***** per cent) of Net Sales from such sales by such third party of such Therapeutical Products, then the Parties acknowledge royalty payable to Yeda by XTL on such amount shall be *****) of Net Sales from such sales by such third party; ‘Third Party Royalties’, for the purpose of a deduction to be made from any amount received by XTL pursuant to this Section 2.1.1(b) above, shall mean any royalty calculated on the said amount and payable by XTL to a third party for the right to the use of a compound included in the Therapeutical Product in respect of which the amount has been received and/or for the right to the use of technology used directly in the development or production of the Therapeutical Product in respect of which the amount has been received, provided always that the sale by NOVACEA duty to pay the royalty to the third party has been established at arms length and in good faith and the size of Licensed Product during the Royalty Term may such royalty is no greater than what would be affected by competition from due in an arms length transaction entered into in good faith. “Third Parties thatparty” in this definition of “Third Party Royalties” shall include Yeda itself, for whatever reason, have chosen to compete notwithstanding the XXXXXX XXXXX Patents. In in the event that there are lawful sales a royalty as aforesaid in the said definition is payable to Yeda by XTL in respect of a Generic Product compound or technology other than that licensed under the R&L Agreement. 2.1.2. percent) of all amounts received by XTL from third parties (except the amounts governed by Section 2.1.1(b) above or Section 2.1.4 below) under or pursuant to agreements allowing such third parties the use of results, including products, developed and/or made by XTL under and/or using the Licensed Patents and/or the Licensed Technology (including, without limitation, results obtained by XTL’s use of chimeric mammals or other animal models). 2.1.3. percent) of all amounts received by XTL from a third party payable upon XTL reaching milestones specified in an agreement with such third party providing for performance of development activities by XTL for such third party under and/or using the Licensed Patents and/or the Licensed Technology. 2.1.4. percent) of all amounts received by XTL under or pursuant to agreements with third parties allowing such third parties to use outside XTL’s premises chimeric mammals or other animal models (collectively, ‘Models’) made and/or developed by XTL under and/or using the Licensed Patents and/or the Licensed Technology or allowing such third parties to produce Models under and/or using the Licensed Patents and/or the Licensed Technology. 2.1.5. percent) of all amounts received by XTL as a result of any Quarter during activities under and/or using the Royalty TermLicensed Patents and/or the Licensed Technology (including the grant of sublicences to third parties to carry out activities under and/or using the Licensed Patents and/or the Licensed Technology), other than those specified in Sections 2.1.1., 2.1.2, 2.1.3 or 2.1.4 above. Where the amounts received by XTL as aforesaid are the result of activities not involving the grant of sublicences to third parties (‘Direct Activities’) and are amounts received in a transaction other than at arms length, the royalty rate applicable due to Net Sales of Licensed Product and Improvements during such Quarter Yeda shall be determined calculated on the amount that would have been received by XTL in a transaction at arms length. 2.1.6. For the formula W = X x avoidance of doubt, it is expressly stated that royalties shall not be due pursuant to Sections 2.1.2, 2.1.4 or 2.1.5 above on funds received by XTL which are paid by a third party (Y-Z)i) in order to cover, and are actually applied by XTL in covering, the cost of research and development by XTL for such third party of products generating any of the amounts in respect of which “W” is royalties are payable pursuant to Sections 2.1.2, 2.1.4 or 2.1.5 above or (ii) as an investment in the applicable royalty rate, “X” is [*], “Y” is 100 % equity of XTL in connection or conjunction with any agreement between XTL and “Z” is the number of percentage points of Market Share, rounded such third party relating to the nearest whole percentage pointLicence and/or the Licensed Technology and/or the Licensed Patents or otherwise, captured provided such investment is made at no lower than the then current market price of the shares in XTL’s equity of the kind acquired in such investment and does not have the effect of replacing or reducing the amounts which are or which would be payable in an arms-length transaction by such Generic Product during such Quarter; providedthird party to XTL and in respect of which royalties are payable pursuant to Section 2.1.2, however2.1.4 or 2.1.5 above. 2.1.7. For the avoidance of doubt, it is expressly stated, that nothing in no event this Section 2.1 above or elsewhere in this letter shall be deemed to derogate from the applicable Patent and Know-How Royalty rate be less than [*] percent ([*]%); (cprovisions of Clause 7(c) with respect to sales of a Competing Product other than lawful sales of a Generic Product, when such Competing Product takes a Market Share in excess of [*]% for any Quarter in a country of the NOVACEA TerritoryR&L Agreement governing the grant of sublicences. 2.1.8. A table exemplifying the provisions of Clause 2.1 above is attached as Appendix A hereto. If there shall be any contradiction between the table and the provisions of Clause 2.1, the Patent and Know-How Royalty rate applicable provisions of Clause 2.1 shall govern. 2.1.9. If XTL shall be obliged to Net Sales made in pay any third party a royalty on any amount on which a royalty is due to Yeda pursuant to Clause 2.1.5 above, Yeda shall agree, at XTL’s written request, to discuss with XTL the extent, if at all, by which the royalty due to Yeda under Clause 2.1.5 on such country amount shall be reduced having regard to [*] percent ([*]%) for XTL’s obligation to pay a royalty to a third party as aforesaid and the terms and conditions governing any such Quarter; (d) for purposes of this Section 11.3.1reduction, “Market Share” provided that Yeda shall be based on the grams of Compound (expressed as base) entirely free in unit sales of Generic Product (when considered for purposes of Clause (b) above) or other Competing Product (when considered for purposes of Clause (c) above) made by the applicable Third Party(ies) in the subject country of the NOVACEA Territory, divided by the sum of (i) the grams of Compound (expressed as base) in unit sales of Generic Product or other Competing Product, as the case may be, made by Third Party(ies) and (ii) the grams of Compound (expressed as base) in unit sales for such form of the Licensed Product made by NOVACEA in the subject country of the NOVACEA Territory. Unit sales of Generic Product or other Competing Product shall be determined by the sales reported by IMS America Ltd. of Plymouth Meeting, Pennsylvania (“IMS”) or its equivalent in other countries of the NOVACEA Territory or absolute discretion to refuse to agree to any successor thereto, or such other source as the Parties may mutually agree (the “Sales Reporting Organizations”); and (e) any reductions in Patent and Know How Royalty under Clause (b) or Clause (c) above shall be effective for sales made by NOVACEA, its Affiliates and its sublicensees for the Licensed Product in such country during the Quarter giving rise to such reduction. Thereafter, Third Party unit sales as reported by the Sales Reporting Organizations shall be used by the Parties on a quarterly basis to determine the Patent and Know-How Royalty rate for the Licensed Product in such country for each successive Quarter, with such rate remaining the same, adjusting pursuant to Clause (b) or Clause (c), above or, if the Market Share of neither a Generic Product nor another Competing Product fails to exceed [*] percent ([*]%) during any such Quarter, returning to the rate otherwise applicable under Clause (a) above, effective for such Quarter.

Royalty Rates. In further consideration Licensee shall pay, or cause to be paid, to CSMC a running royalty equal to the applicable percentage of the NOVACEA LicensesGross Sales Price received by Licensee or its Permitted Sublicensees from the Sale of Products, NOVACEA shall pay XXXXXX XXXXX the manufacture, use, sale or distribution of which infringes a royalty Valid Claim within the Patent Rights (or, in the case of ICT-140 Products, a Valid Claim within the ICT-140 Patent Rights, as such terms are defined in subsection 1(b) of this Schedule F below) in the country in which such Product is sold or distributed, and which have been sold or otherwise distributed by Licensee or its Permitted Sublicensees hereunder to a third party (other than a wholly-owned subsidiary of Licensee) in such country (each, a “Patent and Know-How Royalty”) as in the applicable amount set forth below. (a) in the following chart: ICT-107 [*] of Gross Sales of ICT-107 Products* until the gross amount of all revenues received by Licensee or its Permitted Sublicensees from Sales of ICT-107, ICT-121 and ICT-140 Products* in any year have reached [*]; thereafter, [*] of Gross Sales of ICT-107 Products* for the remainder of such year ICT-121 [*] of Gross Sales of ICT-121 Products* until the gross amount of all revenues received by Licensee or its Permitted Sublicensees from of ICT-107, ICT-121 and ICT-140 Products* in any year have reached [*]; thereafter, [*] of Gross Sales of ICT-121 Products* for the remainder of such year *the manufacture, use, sale or distribution of which infringes a Valid Claim within the Patent Rights (or, in the case of ICT-140 Products, a Valid Claim within the ICT-140 Patent Rights, as such terms are defined in subsection 1(b) of this Schedule F below) in the country in which such Product is sold or distributed, and Knowwhich have been sold or otherwise distributed by Licensee or any Permitted Sublicensee hereunder to a third party (other than a wholly-How owned subsidiary of Licensee) in such country. On Sales of Products which are made in other than an arms’-length transaction, the value of the Gross Sales attributed under this Section 1 to such a transaction shall be that which would [ * ] = 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. have been received in an arms’-length transaction, based on sales of like quality and quantity products on or about the time of such transaction. For the avoidance of doubt, the Royalty rate Rates provided for above for Gross Sales of ICT-107 and ICT-121 Products shall be re-set at the beginning of each year, such that at the beginning of each year during which Royalties are due and payable under this Agreement, the Royalty Rate for each of ICT-107 and ICT-121 Products shall be [*] percent ([*]%) on of Gross Sales until the Net gross amount of all revenues received by Licensee or its Permitted Sublicensees from Sales of each dosage form of (i) the Licensed Product ICT-107, ICT-121 and (ii) Improvements that NOVACEA, its Affiliates and/or its permitted sublicensees (if applicable) make ICT-140 Products in each country of the NOVACEA Territory; (b) the Parties acknowledge that the sale by NOVACEA of Licensed Product during the Royalty Term may be affected by competition from Third Parties that, for whatever reason, such year have chosen to compete notwithstanding the XXXXXX XXXXX Patents. In the event that there are lawful sales of a Generic Product in any Quarter during the Royalty Term, the royalty rate applicable to Net Sales of Licensed Product and Improvements during such Quarter shall be determined by the formula W = X x (Y-Z), in which “W” is the applicable royalty rate, “X” is [*], “Y” is 100 % and “Z” is the number of percentage points of Market Share, rounded to the nearest whole percentage point, captured by such Generic Product during such Quarter; provided, however, that in no event shall the applicable Patent and Know-How Royalty rate be less than reached [*] percent ([*]%); (c) with respect to sales and, thereafter for the remainder of a Competing Product other than lawful sales of a Generic Product, when such Competing Product takes a Market Share in excess of [*]% for any Quarter in a country of the NOVACEA Territoryyear, the Patent and Know-How Royalty rate applicable to Net Sales made in such country Rate shall be reduced to [*] percent ([*]%) for such Quarter; (d) for purposes of this Section 11.3.1, “Market Share” shall be based on the grams Gross Sales of Compound (expressed as base) in unit sales of Generic Product (when considered for purposes of Clause (b) above) or other Competing Product (when considered for purposes of Clause (c) above) made by the applicable Third Party(ies) in the subject country of the NOVACEA Territory, divided by the sum of (i) the grams of Compound (expressed as base) in unit sales of Generic Product or other Competing Product, as the case may be, made by Third Party(ies) ICT-107 and (ii) the grams of Compound (expressed as base) in unit sales for such form of the Licensed Product made by NOVACEA in the subject country of the NOVACEA Territory. Unit sales of Generic Product or other Competing Product shall be determined by the sales reported by IMS America Ltd. of Plymouth Meeting, Pennsylvania (“IMS”) or its equivalent in other countries of the NOVACEA Territory or any successor thereto, or such other source as the Parties may mutually agree (the “Sales Reporting Organizations”); and (e) any reductions in Patent and Know How Royalty under Clause (b) or Clause (c) above shall be effective for sales made by NOVACEA, its Affiliates and its sublicensees for the Licensed Product in such country during the Quarter giving rise to such reduction. Thereafter, Third Party unit sales as reported by the Sales Reporting Organizations shall be used by the Parties on a quarterly basis to determine the Patent and Know-How Royalty rate for the Licensed Product in such country for each successive Quarter, with such rate remaining the same, adjusting pursuant to Clause (b) or Clause (c), above or, if the Market Share of neither a Generic Product nor another Competing Product fails to exceed [*] percent ([*]%) during any such Quarter, returning to the rate otherwise applicable under Clause (a) above, effective for such QuarterICT-121 Products.

Royalty Rates. In further consideration of the NOVACEA Licensesevent this Agreement is terminated with respect to a Product (and, NOVACEA if applicable, MDX-1379) in the entire Territory or with respect to one or more countries in the Territory, or on a country-by-country basis with respect to all Products (and, if applicable, MDX-1379): (i) Medarex shall pay XXXXXX XXXXX to BMS a royalty (the “Patent and Know-How Royalty”) as set forth below. (a) the Patent and Know-How Royalty rate shall be of [*] percent ([****]%) † on the Net Sales of each dosage form of (i) the Licensed such terminated Product and (ii) Improvements that NOVACEAsold by Medarex, its Affiliates and/or and sublicensees under this Agreement (other than BMS and its permitted sublicensees (if applicableAffiliates and sublicensees) make in each country the terminated country(ies) in a given Year from and after the effective date of such termination, where such Product had not been Launched in the NOVACEA Territory; (b) United States at the Parties acknowledge that the sale by NOVACEA time of Licensed Product during the Royalty Term may be affected by competition from Third Parties that, for whatever reason, have chosen to compete notwithstanding the XXXXXX XXXXX Patents. In the event that there are lawful sales termination of a Generic Product in any Quarter during the Royalty Term, the royalty rate applicable to Net Sales of Licensed Product and Improvements during such Quarter shall be determined by the formula W = X x (Y-Z), in which “W” is the applicable royalty rate, “X” is [*], “Y” is 100 % and “Z” is the number of percentage points of Market Share, rounded to the nearest whole percentage point, captured by such Generic Product during such Quarter; provided, however, that in no event shall the applicable Patent and Know-How Royalty rate be less than [*] percent ([*]%); (c) this Agreement with respect to sales such Product, provided that from and after the first date on which there is no longer any Valid Claim of a Competing Product other than lawful sales of a Generic Product, when such Competing Product takes a Market Share in excess of BMS Pre-Existing Patent claiming or covering (A) [*]% ****] such Product in the country where it is sold and for which it has received Approval or (B) [*****] such Product (or any Quarter component thereof) in a country of the NOVACEA Territorycountry(ies) in which it is manufactured, the Patent and Know-How Royalty rate applicable to Net Sales made in such country Medarex’s royalty obligation hereunder shall be reduced to [*****] percent (of such Net Sales; [*****]%) for such Quarter; (dii) for purposes Medarex shall pay to BMS a royalty of [*****] on Net Sales of such terminated Product sold by Medarex, its Affiliates and sublicensees under this Section 11.3.1, “Market Share” shall be based on the grams of Compound Agreement (expressed as base) in unit sales of Generic Product (when considered for purposes of Clause (b) above) or other Competing Product (when considered for purposes of Clause (c) above) made by the applicable Third Party(iesthan BMS and its Affiliates and sublicensees) in the subject country of the NOVACEA Territory, divided by the sum of (i) the grams of Compound (expressed as baseterminated country(ies) in unit sales a given Year from and after the effective date of Generic such termination, where such Product or other Competing had been Launched in the United States prior to termination of this Agreement with respect to such Product, as provided that from and after the case may be, made by Third Party(iesfirst date on which there is no longer any Valid Claim of a BMS Pre-Existing Patent claiming or covering (A) [*****] of such Product in the country where it is sold and for which it has received Approval or (iiB) the grams of Compound [*****] such Product (expressed as baseor any component thereof) in unit sales for such form of the Licensed Product made by NOVACEA country(ies) in the subject country of the NOVACEA Territory. Unit sales of Generic Product or other Competing Product which it is manufactured, Medarex’s royalty obligation hereunder shall be determined by the sales reported by IMS America Ltd. reduced to [*****] of Plymouth Meeting, Pennsylvania (“IMS”) or its equivalent in other countries of the NOVACEA Territory or any successor thereto, or such other source as the Parties may mutually agree (the “Sales Reporting Organizations”)Net Sales[*****]; and (eiii) any reductions in Patent and Know How Royalty under Clause (b) or Clause (c) above Medarex shall be effective for sales made pay to BMS a royalty of [*****] on Net Sales of each Non-Antibody Competing Product sold by NOVACEAMedarex, its Affiliates and sublicensees under this Agreement (other than BMS and its sublicensees for Affiliates and sublicensees) in the Licensed Product terminated country(ies) in a given Year from and after the effective date of such country during termination, in lieu of the Quarter giving rise to such reduction. Thereafter, Third Party unit sales as reported by the Sales Reporting Organizations shall be used by the Parties on a quarterly basis to determine the Patent and Know-How Royalty rate for the Licensed Product royalty set forth in such country for each successive Quarter, with such rate remaining the same, adjusting pursuant to Clause (b) or Clause (c), above or, if the Market Share of neither a Generic Product nor another Competing Product fails to exceed Section 6.10; [*] percent (****]. † [*]%) during any such Quarter, returning to the rate otherwise applicable under Clause (a) above, effective for such Quarter****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.