Common use of Royalty Rates Clause in Contracts

Royalty Rates. Genocea shall pay to Isconova royalties on a Licensed Product-by-Licensed Product and country-by-country basis in the amount of the applicable royalty rates set forth in the following table. Such royalties rates are dependent on both (a) the stage of Development of a Licensed Product, during which Genocea enters into a definitive agreement with a Third Party, if any, pursuant to which the Third Party shall perform or control a substantial part of or all of the Development and Commercialization activities with regards to such Licensed Product and such country(-ies) (such agreement, a “Partnership”); provided, however, that agreements with Third Party service providers (e.g. contract manufacturers, development and/or formulation services providers, pre-clinical service providers and clinical service providers) shall not constitute a Partnership hereunder; and (b) the Net Sales obtained by Genocea, its Affiliates or Sublicensees from the sale of each Licensed Product in the Territory during each Contract Year. For example, if Genocea enters into a Partnership for Licensed Products A, B and C for China, but not for Licensed Products D, E and F, then a Partnership shall be deemed to exist solely with respect to Licensed Products A, B, C in China, but not for (i) Licensed Products A, B, C in any other country in the Territory or (ii) Licensed Products D, E and F anywhere in the Territory. Under $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% Over $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% The royalty rates set forth in the table above shall apply only to that portion of the Net Sales in a Contract Year of a particular Licensed Product that fall within the indicated range. For example, if the Net Sales of a particular Licensed Product (for which Genocea entered into a Partnership following submission of an IND but prior to the commencement of a Phase 3 Clinical Trial) equal $1.25 billion, the total royalty for such Licensed Product during the corresponding Contract Year would be equal to the specified royalty rate for the first $[* * *] of Net Sales of such Licensed Product ([* * *]) and the specified royalty rate for the second $[* * *] of Net Sales ([* * *]): ($[* * *]%) + ($[* * *]%) = $[* * *] million.

Royalty Rates. Genocea Instead of the royalties payable as specified in Clause 7(d)(ii) of the R&L Agreement, and subject to Section 2.2 below, the royalties payable to Yeda by XTL in consideration of the Licence granted under the R&L Agreement, shall pay be as follows: 2.1.1. percent) of Net Sales (as hereinafter defined) from sales by XTL of pharmaceutical products developed and/or made under and/or using the Licensed Patents and/or the Licensed Technology. “Net Sales” as used herein shall have the meaning ascribed to Isconova royalties on a Licensed Product-by-Licensed Product and country-by-country basis the term in the amount R&L Agreement, references therein to “the Products” being read as references to the pharmaceutical products referred to hereinbefore. 2.1.2. percent) of all amounts received by XTL from third parties (except the applicable amounts governed by Section 2.1.4 below) under or pursuant to agreements allowing *****, provided that if XTL shall be obliged to pay a royalty rates set forth in of more than ***** per cent) on any such amounts to a third party pursuant to a bona fide arms-length agreement with such third party (“a third party royalty”), then the following table. Such royalties rates are dependent rate of royalty payable to Yeda pursuant to this Section 2.1.2 on both (aamounts subject to a third party royalty shall be reduced by the percentage - up to a maximum ***** per cent) - by which the third party royalty rate exceeds ***** per cent), so that if, for example, the third party royalty rate is ***** per cent) the stage rate of Development of a Licensed Product, during which Genocea enters into a definitive agreement with a Third Party, if any, royalty payable to Yeda pursuant to which this Section 2.1.2 shall be ***** per cent), and if, as a further example, the Third Party third party royalty rate is ***** per cent), the rate of royalty payable to Yeda pursuant to this Section 2.1.2 shall perform be reduced by ***** per cent). 2.1.3. percent) of all amounts received by XTL from a third party payable ***** the Licensed Patents and/or the Licensed Technology. 2.1.4. percent) of all amounts received by XTL under or control pursuant to agreements with third parties ***** using the Licensed Patents and/or the Licensed Technology. 2.1.5. percent) of all amounts received by XTL as a substantial part result of *****, other than those specified in Sections 2.1.1, 2.1.2, 2.1.3 or all 2.1.4 above. Where the amounts received by XTL are the result of activities not involving the Development grant of sublicences to third parties (“Direct Activities”) and Commercialization activities with regards are amounts received in a transaction other than at arms length, the royalty due to such Licensed Product and such country(-ies) (such agreementYeda shall be calculated on the amount that would have been received by XTL in a transaction at arms length. 2.1.6. For the avoidance of doubt, a “Partnership”); providedit is expressly stated that royalties shall not be due pursuant to Sections 2.1.2, however2.1.4 or 2.1.5 above on *****. 2.1.7. For the avoidance of doubt, it is expressly stated, that agreements with Third Party service providers (e.g. contract manufacturers, development and/or formulation services providers, pre-clinical service providers and clinical service providers) shall not constitute a Partnership hereunder; and (b) the Net Sales obtained by Genocea, its Affiliates nothing in this Section 2.1 above or Sublicensees from the sale of each Licensed Product elsewhere in the Territory during each Contract Year. For example, if Genocea enters into a Partnership for Licensed Products A, B and C for China, but not for Licensed Products D, E and F, then a Partnership this letter shall be deemed to exist solely with respect to Licensed Products A, B, C in China, but not for (iderogate from the provisions of Clause 7(c) Licensed Products A, B, C in any other country in the Territory or (ii) Licensed Products D, E and F anywhere in the Territory. Under $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% Over $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% The royalty rates set forth in the table above shall apply only to that portion of the Net Sales in a Contract Year R&L Agreement governing the grant of a particular Licensed Product that fall within the indicated range. For example, if the Net Sales of a particular Licensed Product (for which Genocea entered into a Partnership following submission of an IND but prior to the commencement of a Phase 3 Clinical Trial) equal $1.25 billion, the total royalty for such Licensed Product during the corresponding Contract Year would be equal to the specified royalty rate for the first $[* * *] of Net Sales of such Licensed Product ([* * *]) and the specified royalty rate for the second $[* * *] of Net Sales ([* * *]): ($[* * *]%) + ($[* * *]%) = $[* * *] millionsublicences.

Royalty Rates. Genocea shall pay As further consideration for the rights granted to Isconova royalties AbbVie hereunder, subject to Section 7.6.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product-by-Licensed Product and countrybasis, AbbVie shall pay to Licensor a non-by-country basis in the amount of the applicable refundable royalty rates set forth in the following table. Such royalties rates are dependent on both (a) the stage of Development of a Licensed Product, during which Genocea enters into a definitive agreement with a Third Party, if any, pursuant to which the Third Party shall perform or control a substantial part of or all of the Development and Commercialization activities with regards to such Licensed Product and such country(-ies) (such agreement, a “Partnership”); provided, however, that agreements with Third Party service providers (e.g. contract manufacturers, development and/or formulation services providers, pre-clinical service providers and clinical service providers) shall not constitute a Partnership hereunder; and (b) the Net Sales obtained by Genocea, its Affiliates or Sublicensees from the sale of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates: For that portion of aggregate Net Sales of each Contract Year. Licensed Product [***] in the Territory during [***] [***] For examplethat portion of aggregate Net Sales of each Licensed Product [***] in the Territory during [***] but [***] [***] For that portion of aggregate Net Sales of each Licensed Product [***] in the Territory during [***] [***] For the purposes of clarity, if Genocea enters into a Partnership for (a) all Licensed Products A, B and C for China, but not for Licensed Products D, E and F, then a Partnership [***] shall be deemed to exist solely with respect to be the same Licensed Products A, B, C in China, but not Product for (i) Licensed Products A, B, C in any other country purposes of the royalty tiers set forth in the Territory or table above, and (iib) Licensed Products D, E and F anywhere in the Territory. Under $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% Over $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% The royalty rates tiers set forth in the table above shall apply only separately to Licensed Products that portion of the Net Sales in a Contract Year of a particular Licensed Product that fall within the indicated range[***]. For example, if the Net Sales of for a particular Licensed Product ([***] during [***], and Net Sales for which Genocea entered into a Partnership following submission Licensed [***], then the Net Sales for such respective Licensed Products during [***] for purposes of an IND but prior the royalty tiers set forth in the table above. With respect to each Licensed Product in each country or other jurisdiction in the commencement Territory, from and after the expiration of a Phase 3 Clinical Trial) equal $1.25 billion, the total royalty Royalty Term for such Licensed Product during the corresponding Contract Year would be equal to the specified royalty rate for the first $[* * *] of in such country or other jurisdiction, Net Sales of such Licensed Product ([* * *]) and in such country or other jurisdiction shall be excluded for purposes of calculating the specified royalty rate for the second $[* * *] of aggregate Net Sales ([* * *]): ($[* * *]%) + ($[* * *]%) = $[* * *] millionamounts and applicable royalty rates set forth in this Section 7.6.1.

Royalty Rates. Genocea shall pay to Isconova royalties on a Licensed Product-Product- by-Licensed Product and country-by-country basis in the amount of the applicable royalty rates set forth in the following table. Such royalties rates are dependent on both (a) the stage of Development of a Licensed Product, during which Genocea enters into a definitive agreement with a Third Party, if any, pursuant to which the Third Party shall perform or control a substantial part of or all of the Development and Commercialization activities with regards to such Licensed Product and such country(-ies) (such agreement, a “Partnership”); provided, however, that agreements with Third Party service providers (e.g. contract manufacturers, development and/or formulation services providers, pre-pre- clinical service providers and clinical service providers) shall not constitute a Partnership hereunder; and (b) the Net Sales obtained by Genocea, its Affiliates or Sublicensees from the sale of each Licensed Product in the Territory during each Contract Year. For example, if Genocea enters into a Partnership for Licensed Products A, B and C for China, but not for Licensed Products D, E and F, then a Partnership shall be deemed to exist solely with respect to Licensed Products A, B, C in China, but not for (i) Licensed Products A, B, C in any other country in the Territory or (ii) Licensed Products D, E and F anywhere in the Territory. [* * *] [* * *] [* * *] [* * *] Under $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% Over $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% The royalty rates set forth in the table above shall apply only to that portion of the Net Sales in a Contract Year of a particular Licensed Product that fall within the indicated range. For example, if the Net Sales of a particular Licensed Product (for which Genocea entered into a Partnership following submission of an IND but prior to the commencement of a Phase 3 Clinical Trial) equal $1.25 billion, the total royalty for such Licensed Product during the corresponding Contract Year would be equal to the specified royalty rate for the first $[* * *] of Net Sales of such Licensed Product ([* * *]) and the specified royalty rate for the second $[* * *] of Net Sales ([* * *]): ($[* * *]%) + ($[* * *]%) = $[* * *] million.