Common use of Royalty Term Clause in Contracts

Royalty Term. (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 above will commence on a country-by-country basis upon the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim or Valid Platform Claim, as the case may be, which Covers the sale of such Licensed Product in such country. For clarity, if the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of a Licensed Product in a particular country expires prior to the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country, royalties shall continue to be payable on the sales of such Licensed Product in such country pursuant to Section 13.5.3 at the rates set forth therein until the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country. (b) The royalty obligations set forth in Section 13.5.3 will commence on a country-by-country basis upon the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis upon the earlier of (i) the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country; or (ii) such time as such Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Licensed Product shall be subject to the royalty term set forth in Section 13.5.6(a) above. For clarity, in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of such Licensed Product pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, and expire upon the expiration of such Valid Claim or Valid Platform Claim, as the case may be, in such country. For the purposes of calculating the ten [***] period above for each Licensed Product in any country within the EU, the [***] period shall [***].

Royalty Term. (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 above will commence 9.2.1 Subject to the provisions of this Article 9, GSK’s obligation to pay the Royalty shall be calculated on a country-by-country basis upon the First Commercial Sale of any and Licensed Product, and expire on a country-by-country basis upon the expiration Licensed Product basis, in those countries of the last to expire Patent containing Territory in which there is a Valid Claim or Valid Platform Claimthat, as but for the case may belicenses gran ▇▇▇ to GSK, which Covers the sale of such Licensed Product in such country. For clarity, if the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of a Licensed Product in a particular country expires prior to the would be infringed [***] anniversary of Royalty with respect to any Licensed Product shall commence upon the date of First Commercial Sale of such Licensed Product in such a country, royalties and shall continue to be payable expire on the sales of such Licensed Product in such country pursuant to Section 13.5.3 at the rates set forth therein until the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such countrycountry (the “Royalty Term”). To the extent that any Licensed Product is sold in any country prior to First Commercial Sale, Net Sales from such sales shall be accrued as from the time of sale and Royalties on such Net Sales shall become due in the quarter after First Commercial Sale. (b) The royalty obligations set forth in Section 13.5.3 will commence 9.2.2 If, on a country-by-country basis upon and Licensed Product -by-Licensed Product basis, the First Commercial Sale only Valid Claim Covering a Licensed Product is a claim of any pending patent application within the Immunocore Foreground, Immunocore Background or Plat form Rights covering the composition of matter, or the use of a process to manufacture, or method of use of such Licensed ProductProduct (a “Pending Claim”, and expire then the following shall apply with respect to payment of the Royalty on a country-by-country basis upon Net Sales of such Licensed Product : (a) If GSK is the earlier Party controlling prosecution of (i) the Pending Claim, then GSK will pay [***] anniversary of the applicable Royalty that would otherwise be due under Section 9.1 to Immunocore for so long as there is a Pending Claim [***] Immunocore shall revert to the full Royalty as set out in Section 9.1 with effect from the date of First Commercial Sale issue of such Licensed Product in such country; or (ii) such time as such Licensed Product is Covered by a Valid the Pending Claim or Valid Platform Claimuntil the end of the applicable Royalty Term, as the case may be, in such country, in which case such Licensed Product shall be subject to the royalty term any reductions as set forth in Section 13.5.6(a) above. For claritySections 9.3, in the case of a Licensed Product for which a Valid Claim 9.5 or Valid Platform Claim9.6, as the case may beapplicable during such Royalty Term. In addition, first comes into existence in a particular country after GSK will pay to Immunocore within [***] of receipt of an invoice from Immunocore following the date of First Commercial Sale issue of the Pending Claim an amount equal to the additional [***] of the Royalty that would have been payable in such country, respect of Net Sales made before the issue of the Pending Claim as if the Pending Claim had been issued on the date of issuance the First Commercial Sale. (b) If Immunocore is the Party controlling prosecution of such Valid Claim or Valid Platform the Pending Claim, as then the case may beterms of Section 9.2(a) shall apply, royalties except that if the Pending Claim does not issue during the period of [***] from the filing date of the first PCT patent application that supports such Pending Claim, then GSK shall be payable on entitled to continue to pay the sales of such Licensed Product pursuant to Section 13.5.1 or 13.5.2 Royalty at the rates set forth thereinrate that is [***] of what would otherwise be due under Section 9.1 during the remainder of the Royalty Term, as applicable, and expire upon the expiration of even if such Valid Pending Claim or Valid Platform Claim, as the case may be, in issues after such country. For the purposes of calculating the ten [***] period above for each Licensed Product during the Royalty Term, subject to any reductions as set forth in any country within the EU, the [***] period shall [***]Section 9.5 and 9.6 as applicable during such Royalty Term.

Royalty Term. (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 Section 6.4.1 above will commence on a country-by-country basis upon the First Commercial Sale ·sale of any Licensed Immunocore Product, and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim or Valid Platform Claim, as the case may be, which Covers the sale of such Licensed Immunocore Product in such country. For clarity, if the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of a Licensed an Immunocore Product in a particular country expires prior to the [***] anniversary of the date of First Commercial Sale of such Licensed Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Product in such country, royalties shall continue to be payable on the sales of such Licensed Immunocore Product in such country pursuant to Section 13.5.3 6.4.2 at the rates set forth therein therein, as applicable, until the [***] anniversary of the date of First Commercial Sale of such Licensed Immunocore Product in such country. (b) The royalty obligations set forth in Section 13.5.3 will 6.4.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on a country-by-country basis upon the First Commercial Sale of any Licensed such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) the [***] anniversary of the date of First Commercial Sale of such Licensed Immunocore Product in such country; or (ii) such time as such Licensed Immunocore Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Licensed Immunocore Product shall be subject to the royalty term set forth in Section 13.5.6(a) 6.4.1 above. For clarity, in the case of a Licensed First Generation Immunocore Product or any Second Generation Immunocore Product in respect of which the royalty set out in Section 6.4.l (a)(ii) is payable for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall continue to be payable on the sales of such Licensed Immunocore Product pursuant to Section 13.5.1 or 13.5.2 6.4.1 at the rates set forth therein, as applicable, and expire upon the expiration of such Valid Claim or Valid Platform Claim, as the case may be, in such country. For the purposes of calculating the ten [***] period above for each Licensed Immunocore Product in any country within the EU, the [***] period shall start [***]. (ii) for any Second Generation Immunocore Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) the expiration of the last to expire Patent with a Valid Claim which Covers the sale of such First Generation Immunocore Product; or (b) [***] of the date of First Commercial Sale of such Second Generation Immunocore

Royalty Term. (ai) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 Buck’s right to receive royalties under Section 3.5(c) above will commence shall expire on a countryproduct-by-country basis upon the First Commercial Sale of any Licensed Product, product and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim in the Patent Rights or the Mayo Patent Rights covering the composition of matter of such Patent Product in such country. Thereafter, if there is also at least one Valid Platform ClaimClaim within the Patent Rights or the Mayo Patent Rights covering the method of making or method of using the Licensed Product in such country and such Valid Claim is still in effect on the date on which the last-to-expire composition of matter claim expires in such country, as Sponsor will pay royalties on such Licensed Product at the case may be, which Covers royalty rate applicable for Patent Products under Section 3.5(b) above until the sale date of expiration of the last-to-expire Valid Claim in the Patent Rights or the Mayo Patent Rights covering the method of making or method of using such Licensed Product in such country. For clarity, if If the last last-to-expire Valid Claim in the Patent Rights or Valid Platform Claim, as the case may be, Covering Mayo Patent Rights covering the sale method of a Licensed Product in a particular country expires prior to the [***] anniversary making or method of the date of First Commercial Sale of such Licensed Product in such country, royalties shall continue to be payable on the sales of using such Licensed Product in such country pursuant expires prior to Section 13.5.3 the earlier of (A) the 13th anniversary of the First Commercial Sale of the first Royalty Product anywhere in the world or (B) January 1, 2037, then to the extent that such Licensed Product satisfies the definition of a Know-How Product, Sponsor will, as of the date on which such claim expires, continue to pay royalties on such Licensed Product at the rates set forth therein royalty rate under Section 3.5(a) until the [***] earlier of (A) the 13th anniversary of the First Commercial Sale of the first Royalty Product anywhere in the world or (B) January 1, 2037. If there is no unexpired Valid Claim within the Patent Rights or the Mayo Patent Rights covering the method of making or method of using the Licensed Product as of the date of the last-to-expire composition of matter claim expires in such country, then to the extent that such Licensed Product satisfies the definition of a Know-How Product, Sponsor will to pay royalties on such Licensed Product at the royalty rate under Section 3.5(a) until the earlier of (1) the 13th anniversary of the First Commercial Sale of such Licensed the first Royalty Product anywhere in such countrythe world or (2) January 1, 2037. (bii) The royalty obligations set forth in Buck’s right to receive royalties under Section 13.5.3 will commence 3.5(b) above shall expire on a product-by-product and country-by-country basis upon the First Commercial Sale expiration of the last to expire Valid Claim in the Patent Rights or the Mayo Patent Rights covering such Patent Product in such country, provided that with respect to any Licensed Patent Product that is a Tool Product, and Buck shall be entitled to continue to receive a royalty under Section 3.5(b) with respect to worldwide sales of such Patent Product until the expiration of the last to expire on a country-by-country basis upon Valid Claim of the Proprietary Research Tool Patent(s) covering the Proprietary Research Tool(s) whose use enabled the discovery or development of such Patent Product. However, if Buck’s right to receive royalties under the preceding sentence expires prior to the earlier of (iA) the 13th [***] 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. anniversary of the date of First Commercial Sale of the first Royalty Product anywhere in the world or (B) January 1, 2037, then to the extent that such Licensed Product satisfies the definition of a Know-How Product, Sponsor will, as of the date on which the last-to-expire Valid Claim covering such Patent Product in such country; or (ii) country expires or, if applicable and if in effect longer than the last-to-expire Valid Claim covering such time as Patent Product, the last-to-expire Valid Claim of the applicable Proprietary Research Tool Patent, continue to pay royalties on such Licensed Product is Covered by at the royalty rate under Section 3.5(a) until the earlier of (1) the 13th anniversary of the First Commercial Sale of the first Royalty Product anywhere in the world or (2) January 1, 2037. (iii) Buck’s right to receive royalties under Section 3.5(a) above for a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Licensed Know-How Product shall be subject to expire on the royalty term set forth earlier of (A) thirteen (13) years after the First Commercial Sale of the first Royalty Product anywhere in Section 13.5.6(athe world or (B) aboveJanuary 1, 2037. For clarity, in the case of event that a Licensed Product for which is not covered in a country by a Valid Claim of the Patent Rights or Valid Platform Claimthe Mayo Patent Rights but does meet the definition of a Know-How Product, as then Buck’s right to receive royalties under Section 3.5(a) above shall expire on the case may be, first comes into existence in a particular country after earlier of the date thirteen (13) year anniversary of the First Commercial Sale of the first Royalty Product anywhere in such countrythe world or January 1, on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of such Licensed Product pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, and expire upon the expiration of such Valid Claim or Valid Platform Claim, as the case may be, in such country. For the purposes of calculating the ten [***] period above for each Licensed Product in any country within the EU, the [***] period shall [***]2037.

Royalty Term. (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 above Licensee will commence pay to Licensor royalties under this Section 8.4 on a country-by-country basis upon basis, as follows (the “Royalty Term”): (i) in countries where Product is covered or claimed by any of the Licensor Patents or Joint Patents, from the time of the First Commercial Sale of any Licensed Product, and expire on a country-by-Product in such country basis upon until the expiration or final revocation of the last to claim within the Licensor Patents or Joint Patents covering or claiming Product in the country of sale; provided that, notwithstanding the foregoing, the Royalty Term will expire Patent containing a Valid Claim or Valid Platform Claim, as the case may be, which Covers the sale and royalties will no longer be payable on Net Sales of such Licensed Product in such country. For clarity, if country beginning on (i) the last Valid Claim or Valid Platform Claim, as date following the case may be, Covering the sale launch of a Licensed Generic Product in a particular such country expires prior (or, with respect to the [EEA, following the launch of a Generic Product in any one or more countries in the EEA), the Percentage Generic Market Penetration in such country (or, with respect to the EEA, in any one or more countries in the EEA) reaches during any Calendar Quarter an amount equal to or greater than ***] anniversary ** percent *****, or (ii) the date of entry of a second Generic Product in such country (or, with respect to the EEA, in any one or more countries in the EEA); or (ii) in countries where a Product is not covered or claimed by any of the Licensor Patents or Joint Patents, but where the Product is Derived from the use of Technology, the royalty shall be payable, at a rate that is reduced by ***** percent ***** from the royalty rate payable under Section 8.4(a) or (b), as applicable, and as such royalties may have been further reduced as set forth herein, from the time of the First Commercial Sale of Product in such country until the date that is ***** after the date of First Commercial Sale of such Licensed Product in such country, royalties shall continue to be payable on the sales of such Licensed Product in such country pursuant to Section 13.5.3 at the rates set forth therein until the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country. (b) The royalty obligations set forth in Section 13.5.3 will commence on a country-by-country basis upon the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis upon the earlier of (i) the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country; provided that, notwithstanding the foregoing, the Royalty Term will expire and royalties will no longer be payable on Net Sales of Product in such country beginning on (i) the date following the launch of a Generic Product in such country (or, with respect to the EEA, following the launch of a Generic Product in any one or more countries in the EEA), the Percentage Generic Market Penetration in such country (or, with respect to the EEA, in any one or more countries in the EEA) reaches during any Calendar Quarter an amount equal to or greater than ***** percent *****, or (ii) such time as such Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Licensed Product shall be subject to the royalty term set forth in Section 13.5.6(a) above. For clarity, in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after the date of First Commercial Sale entry of a second Generic Product in such country (or, with respect to the EEA, in any one or more countries in the EEA). (iii) Upon the expiry of the Royalty Term in a given country, on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of such Licensed Product license granted to Licensee pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, 4.1(a) will become a fully paid-up and expire upon the expiration of such Valid Claim or Valid Platform Claim, as the case may be, in such royalty free license for that country. For the purposes of calculating the ten [***] period above for each Licensed Product in any country within the EU, the [***] period shall [***].

Royalty Term. (a) The Gilead’s royalty obligations set forth to MacroGenics under this Section 8.5 with respect to any Licensed Product in Sections 13.5.1 and 13.5.2 above will any country shall commence on a country-by-country basis upon the First Commercial Sale of any such Licensed Product, Product in such country and expire on a country-by-country basis on the later of: (i) ***(the “Royalty Term”)***. (b) Royalties shall be payable only once with respect to the same unit of Licensed Product. On a Licensed Product-by-Licensed Product and country-by-country basis, upon the expiration of the last Royalty Term for a Licensed Product in a country in the Gilead Territory, Gilead’s licenses and rights hereunder with respect to expire Patent containing a Valid Claim or Valid Platform Claim, as the case may be, which Covers the sale of such Licensed Product in such country. country shall continue in effect, but become fully paid-up, royalty-free, transferable (to the extent not transferrable previously), perpetual and irrevocable. (c) For clarity, if any Calendar Quarter of the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of Royalty Term during which a Licensed Product is sold in a particular country expires prior to the [in which one (1) or more Third Parties sell in such country one or more Biosimilar Products, and such Biosimilar Products, collectively, have a ***] anniversary * or more market share of the date of First Commercial Sale aggregate market share of such Licensed Product and such Biosimilar Products (based on data provided by IMS Health Incorporated, Fairfield, Connecticut) as measured on a units sold basis, or if such data is not available, the Parties shall agree upon a methodology for estimating the percentage of unit sales based market share of such Biosimilar Products in such country), royalties shall continue then, Gilead’s royalty obligations with respect to be payable on the sales of such Licensed Product in such country pursuant to Section 13.5.3 at the rates set forth therein until the [during such Calendar Quarter shall be reduced by ***] anniversary * of the date of First Commercial Sale of such Licensed Product in such country. (b) The royalty obligations applicable rate set forth in Section 13.5.3 will commence 8.5.1. The Parties shall mutually agree in good faith on an appropriate method of calculating the royalties payable by Gilead pursuant to this Section 8.5 in the event such circumstances arise. “Biosimilar Product” means, with respect to a Licensed Product sold in a country-by-country basis upon the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis upon the earlier of product that: (i) is marketed by a Third Party that has not obtained the [***] anniversary rights to such product as a Sublicensee or distributor of, or through any other contractual relationship with, Gilead or any of the date of First Commercial Sale of such Licensed Product in such countryits Affiliates; or (ii) such time contains the same or highly similar active ingredient(s) as such the applicable Licensed Product is Covered Product; and (iii) with respect to (x) the United States, has been licensed as a biosimilar or interchangeable biological product by a Valid Claim or Valid Platform ClaimFDA pursuant to Section 351(k) of the Public Health Service Act (42 U.S.C. § 262(k)), as may be amended, or any subsequent or superseding law, statute or regulation, (y) the case may beEU, has been approved in such country, in which case such Licensed Product shall be subject to reliance on the royalty term set forth in Section 13.5.6(a) above. For clarity, in the case prior approval of a Licensed Product for which as a Valid Claim or Valid Platform Claimsimilar biological medicinal product by the European Union pursuant to Directive 2001/83/EC, as the case may bebe amended, first comes into existence in a particular country after the date of First Commercial Sale in such or any subsequent or superseding law, statute or regulation, and (z) any other country, has received analogous regulatory marketing approval in reliance on the date prior approval of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of such a Licensed Product pursuant to Section 13.5.1 or 13.5.2 at from the rates set forth therein, as applicable, and expire upon the expiration of such Valid Claim or Valid Platform Claim, as the case may be, in such country. For the purposes of calculating the ten [***] period above for each Licensed Product in any country within the EU, the [***] period shall [***].applicable Regulatory Authority

Royalty Term. (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 above Royalties will commence be paid by BMS on a Royalty Bearing Product by Royalty Bearing Product and country-by-country basis upon the for each Royalty Bearing Product in each country for each year until ten (10) years after First Commercial Sale of any Licensed Product, and expire on a country-by-in such country basis upon the expiration of the last to expire Patent containing a Valid Claim or Valid Platform Claim, as the case may be, which Covers the sale of such Licensed Royalty Bearing Product; provided, however, that royalties shall continue in such country for each Calendar Quarter that such Royalty Bearing Product sold in such country is a Patented Royalty Bearing Product in such country. For claritycountry (i.e., if the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of a Licensed Product in a particular country expires prior to the [***] anniversary of the date of First Commercial Sale actual commercial manufacture of such Licensed Royalty Bearing Product in such country, royalties shall continue to be payable on the sales sale of such Licensed Product in such country pursuant to Section 13.5.3 at the rates set forth therein until the [***] anniversary of the date of First Commercial Sale of such Licensed Royalty Bearing Product in such country. (b) The royalty obligations set forth in Section 13.5.3 will commence on a country-by-country basis upon , or the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis upon the earlier of (i) the [***] anniversary of the date of First Commercial Sale of use for which such Licensed Royalty Bearing Product is sold in such country; country by BMS, its Affiliates or (ii) such time as such Licensed Product sub)licensees is Covered by a Valid Claim of an AMRI Patent Right in such country and/or a Valid Claim of a BMS Licensed Patent Right in such country) or Valid Platform Claim* (the “Royalty Term”), as the and if in such case may be, such Patented Royalty Bearing Product is a Patented Royalty Bearing Product in such country, the royalty in which such country shall not be reduced, and if in such case such Licensed Patented Royalty Bearing Product is not a Patented Royalty Bearing Product in such country but is * the royalty in such country shall be subject to the royalty term set forth in Section 13.5.6(a) above. For clarityreduced by * percent, and further provided if there are no Valid Claims in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, as AMRI Patent Rights and/or the case may be, first comes into existence in a particular country after the date of First Commercial Sale BMS Patent Rights in such countrycountry that are able, on by filing of an infringement Action, to prevent a Third Party or Third Parties from marketing a product or products containing the date of issuance same Licensed Compound as that contained in such Royalty Bearing Product (or any salt, solvate, crystalline or noncrystalline form of such Valid Claim Licensed Compound), whether filed under an NDA or Valid Platform ClaimANDA (Abbreviated New Drug Application) or otherwise and such Third Party or Third Parties are not authorized by BMS, as the case may beits Affiliates or its (sub)licensees to sell such product or products (each such product a “Generic Product”), royalties shall be payable on the reduced in such country in a Calendar Quarter by: (a) * percent (*%) if sales of such Licensed Generic Products in such country in such Calendar Quarter exceed * percent (*%) of the sum of all prescriptions for such form of such Royalty Bearing Product pursuant to Section 13.5.1 or 13.5.2 at sold by BMS, its Affiliates and (sub)licensees and by the rates set forth thereinThird Party seller(s) of such Generic Product(s) (based on unit-equivalent data for all dosage strengths of such form) in such country during such Calendar Quarter, as applicable(b) by * percent (*%) if such sales of such Generic Product(s) in such country in such Calendar Quarter exceed * percent (*%) of the sum of all prescriptions for such form of such Royalty Bearing Product sold by BMS, its Affiliates and (sub)licensees and by the Third Party seller(s) of such Generic Product(s) (based on unit-equivalent data for all dosage strengths of such form) in such country during such Calendar Quarter, and expire upon the expiration (c) by * percent (*%) if sales of such Valid Claim or Valid Platform ClaimGeneric Product(s) in such country in such Calendar Quarter exceed * percent (*%) of the sum of all prescriptions for such form of such Royalty Bearing Product sold by BMS, as its Affiliates and (sub)licensees and by the case may beThird Party seller(s) of such Generic Product(s) (based on unit-equivalent data for all dosage strengths of such form) in such country in such Calendar Quarter. If the prescriptions are not reportable in a given country, in then the Parties will use another mutually agreed upon method for such country. For Such adjustments shall be retroactive to the purposes beginning of calculating the ten [***] period above for each Licensed Product in any country within the EU, the [***] period shall [***].applicable Calendar Quarter

Royalty Term. (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 above Section 9.4.1 will commence on a country-by-country basis upon the First Commercial Sale of any Licensed ProductShared Antigen TCR Product in the relevant country, and expire on a country-by-country basis upon upon: (i) the later of the expiration of the last to expire Patent containing a Valid Claim or Valid Platform Claim, as the case may be, which Covers that covers the sale of such Licensed Product in such country; and (ii) [***] years (such period, the “Shared Royalty Term”). For clarity, (A) if the such last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of a Licensed Product in a particular country expires prior to the [***] anniversary of the date of First Commercial Sale of such Licensed Shared Antigen TCR Product in such country, royalties shall continue to be payable on the sales of such Licensed Product in such country pursuant to Section 13.5.3 9.4.1 at the rates set forth therein until the [***] anniversary of the date of First Commercial Sale of such Shared Antigen TCR Product in such country; and (B) if no Valid Claim exists in such country at any time, royalties shall continue to be payable on the sales of such Shared Antigen TCR Product in such country pursuant to Section 9.4.1 at the rates set forth therein until the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country. (b) The royalty obligations set forth in Section 13.5.3 9.4.2 will commence on a country-by-country basis upon the First Commercial Sale of any Licensed ProductPrivate Antigen TCR Product in the relevant country, and expire on a country-by-country basis upon the earlier of (i) the [***] anniversary of the date of First Commercial Sale of such Licensed the first Private Antigen TCR Product in such country; or country (ii) such time as such Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Licensed Product shall be subject to the royalty term set forth in Section 13.5.6(a) above. For clarity, in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of such Licensed Product pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, and expire upon the expiration of such Valid Claim or Valid Platform Claim, as the case may be, in such country. For the purposes of calculating the ten [***] period above for each Licensed Product in any country within the EUperiod, the [***] period shall [***]“Private Royalty Term”).

Royalty Term. (a) The royalty obligations Subject to Section 8.3.5, the period during which the royalties set forth in Sections 13.5.1 and 13.5.2 above will commence Section 8.3.1 shall be payable, on a Licensed Product-by-Licensed Product and country-by-country basis upon basis, shall commence with the First Commercial Sale of any the Licensed Product, Product in such country and expire on a country-by-country basis upon continue until the latest of (a) the expiration of the last to expire Patent containing a Valid Claim of the Alnylam Patents or any Patent Right included in the Joint Collaboration IP Covering the Manufacture, use, offer for sale, sale or importation of the Licensed Product in the country of sale, (b) the expiration of Regulatory Exclusivity for such Licensed Product in such country, or (c) subject to Section 8.3.3, the twenty-fifth (25th) anniversary of the First Commercial Sale of the Licensed Product in such country (each such period, a “Royalty Term”). For purposes of the foregoing clause (a), following the twelfth (12) anniversary of the First Commercial Sale of a Licensed Product in a country, Manufacturing Claims shall no longer constitute Valid Platform ClaimClaims with respect to such Licensed Product in such country. Notwithstanding the foregoing, as at any time during the case may beRoyalty Term for a Licensed Product in a country following the latest of (a) the expiration of the last Valid Claim of the Alnylam Patents or any Patent Right included in the Joint Collaboration IP Covering the Manufacture, which Covers the use, offer for sale, sale or importation of such Licensed Product in such country. For clarity, if (b) the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale expiration of a Regulatory Exclusivity for such Licensed Product in a particular country expires prior to such country, or (c) the [***] twelfth (12th) anniversary of the date of First Commercial Sale of such Licensed Product in such country, royalties shall continue Genzyme may terminate the Royalty Term with respect to be payable on the sales of such Licensed Product in such country pursuant (and its obligation to pay royalties under this Section 13.5.3 at the rates set forth therein until the [***] anniversary of the date of First Commercial Sale of 8.3 with respect to such Licensed Product in such country. ) by providing written notice to Alnylam, which termination will be effective commencing in the next full Calendar Quarter commencing at least thirty (b30) The royalty obligations set forth in Section 13.5.3 will commence on a country-by-country basis upon the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis upon the earlier of (i) the [***] anniversary of days following the date of First Commercial Sale of such Licensed Product in such country; or (ii) such time as such Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Licensed Product shall be subject to the royalty term set forth in Section 13.5.6(a) above. For clarity, in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of such Licensed Product pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, and expire upon the expiration of such Valid Claim or Valid Platform Claim, as the case may be, in such country. For the purposes of calculating the ten [***] period above for each Licensed Product in any country within the EU, the [***] period shall [***]notice.

Royalty Term. (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 above will commence Royalties payable under this Section 9.5 shall be paid by Celgene on a Licensed Product-by-Licensed Product and country-by-country basis upon from the First Commercial Sale later of any Licensed Product, (i) the Agios Opt-Out Date and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim or Valid Platform Claim, as the case may be, which Covers the sale of such Licensed Product in such country. For clarity, if the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of a Licensed Product in a particular country expires prior to the [***] anniversary of (ii) the date of First Commercial Sale of such each Licensed Product in such countrya country of the US Territory with respect to which royalty payments are due, royalties shall continue until the latest of: (i) the last to be payable on the sales expire of any Valid Claim of Agios Patent Rights or Agios Collaboration Patent Rights (including Joint Patents), in each case Covering such Licensed Product in such country pursuant to Section 13.5.3 at of the rates set forth therein until the US Territory; (ii) [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country. (b) The royalty obligations set forth in Section 13.5.3 will commence on a country-by-country basis upon the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis upon the earlier of (i) the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country; or (ii) such time as such Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Licensed Product shall be subject to the royalty term set forth in Section 13.5.6(a) above. For clarity, in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after years following the date of First Commercial Sale in such country, on country of the date US Territory; and (iii) the expiration of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of Regulatory Exclusivity for such Licensed Product in such country of the US Territory; (each such term with respect to a Licensed Product and a country, a “Royalty Term”). (iv) Notwithstanding the foregoing, (A) in the event that the Royalty Term for a Licensed Product in a country of the US Territory continues solely due to Section 9.5(b)(ii) above (i.e., the Licensed Product is not Covered by a Valid Claim of Agios Patent Rights or Agios Collaboration Patent Rights in the applicable country, and such Licensed Product is not subject to Regulatory Exclusivity in such country) or (B) in the event that, and for so long as, Generic Competition for a Licensed Product occurs in a country of the US Territory, then, in either such event, the royalty rate in such country will be reduced to [**] percent ([**]%) of the applicable rate in Section 9.5(a) in such country. (v) Upon the expiration of the Royalty Term with respect to a Licensed Product in a country of the US Territory, the license granted by Agios to Celgene pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein8.1(a) shall be deemed to be fully paid-up, as applicable, irrevocable and expire upon the expiration of perpetual with respect to such Valid Claim or Valid Platform Claim, as the case may be, Licensed Product in such country. For the purposes of calculating the ten [***] period above for each Licensed Product in any country within the EU, the [***] period shall [***].

Royalty Term. (ai) The Genentech’s royalty payment obligations set forth in Sections 13.5.1 and 13.5.2 under Section 7.4(a) above will shall commence on a country-by-country basis upon the First Commercial Sale of any a given Licensed ProductProduct by Genentech, its Affiliates or its Sublicensees, and expire shall expire, on a country-by-country basis upon basis, [*] (i) the expiration of the last to expire Patent containing a Valid Claim included in NewLink Patents or Valid Platform Claim, as the case may be, which Collaboration Patents that Covers the sale of such Licensed Product in such country; or (ii) the expiration of any Regulatory Exclusivity granted with respect to such Licensed Product in such country. For clarity, if Genentech’s royalty payment obligations under Section 7.4(a) expire pursuant to the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of a Licensed Product in a particular country expires foregoing sentence prior to the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country, royalties shall continue to be payable on the sales of such Licensed Product in such country pursuant to Section 13.5.3 7.4(b) at the rates rate set forth therein therein, until the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country. (bii) The Genentech’s royalty payment obligations set forth in under Section 13.5.3 will 7.4(b) above shall commence on a country-by-country basis upon the First Commercial Sale of any a given Licensed Product, and expire on a country-by-country basis upon the earlier [*] of (iA) the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country; or (iiB) such time as the sale of such Licensed Product in such country is Covered by a Valid Claim included in NewLink Patents or Valid Platform Claim, as the case may be, Collaboration Patents or Regulatory Exclusivity is granted with respect to such Licensed Product in such country, in which case such Licensed Product shall be subject to the royalty term set forth in Section 13.5.6(a7.4(c)(i) above. For clarity, in the case of a Licensed Product without Regulatory Exclusivity for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of first existence or issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall continue to be payable on the sales Net Sales of such Licensed Product pursuant to Section 13.5.1 or 13.5.2 7.4(a) at the rates set forth therein, as applicable, and expire upon the expiration of all Valid Claims that Cover the sale of such Valid Claim or Valid Platform Claim, as the case may be, Licensed Product in such country. For the purposes of calculating the ten [***] period above for each Licensed Product in any country within the EU, the [***] period shall [***]start on the date of First Commercial Sale of any particular Licensed Product in the first Major EU Country.

Royalty Term. (a) The royalty Salix’s obligations set forth to pay royalties under Section 7.3.1 shall terminate with respect to any Licensed Bioadhesive Product in Sections 13.5.1 and 13.5.2 above will commence on a country-by-each country basis in the Territory upon the First Commercial Sale earlier of any Licensed Product, and expire on a country-by-country basis upon (a) the expiration date of the last to expire Patent containing first commercial sale (by a Valid Claim Person other than Salix or Valid Platform Claim, as the case may be, which Covers the sale its Sublicensees or any of its or their respective Affiliates) in such country of a product that is approved by a Regulatory Authority and constitutes a Prescription Competitive Product in respect of such Licensed Bioadhesive Product in such country. For clarity, if and (b) the last Valid Claim or Valid Platform Claim, as later of (i) the case may be, Covering the sale of a Licensed Product in a particular country expires prior to the [***] tenth (10th) anniversary of the date of First Commercial Sale of such Licensed Bioadhesive Product and (ii) the first date on which there is no longer (A) a Lupin Patent or Lupin Improvement Patent that includes at least one Valid Claim in the country that would be infringed by Salix’s Exploitation of the Licensed Bioadhesive Product in such country in the absence of the licenses granted in Sections 2.1 and 8.1.4 or (B) any Data Exclusivity with respect to such Licensed Bioadhesive Product in the country. If, prior to the termination of the royalty obligations of Salix under Section 7.3.1, this Agreement has not been terminated pursuant to Section 13.2, 13.3, 13.4, or 13.5, then upon termination of the royalty obligations of Salix under Section 7.3.1 with respect to any Licensed Bioadhesive Product in a particular country that is a Designated Licensed Product, the license grants to Salix in Section 2.1 in respect of such Licensed Bioadhesive Product shall become non-exclusive, fully paid-up, perpetual and irrevocable with respect to such Licensed Bioadhesive Product in such country. Following any termination of Salix’s obligation to pay royalties under Section 7.3.1 in respect of any Licensed Bioadhesive Product in a particular country, royalties Salix shall continue to only be payable responsible for any royalty payments based on the sales Net Sales of such Licensed Bioadhesive Product that occurred in such country pursuant prior to Section 13.5.3 at the rates set forth therein until the [***] anniversary of the effective date of First Commercial Sale of such Licensed Product in such countrytermination. (b) The royalty Salix’s obligations set forth to pay royalties under Section 7.3.1 shall terminate with respect to any Covered Non-Bioadhesive Product in Section 13.5.3 will commence on a country-by-each country basis upon in the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis Territory upon the earlier of (i) the [***] anniversary date of the date first commercial sale (by a Person other than Salix or its Sublicensees or any of First Commercial Sale its or their respective Affiliates) in such country of a product that is approved by a Regulatory Authority and constitutes a Prescription Competitive Product in respect of such Covered Non-Bioadhesive Product and (ii) the first date on which the Covered Non-Bioadhesive Product ceases to constitute a Covered Product. For the avoidance of doubt, (i) if, prior to the termination of the royalty obligations of Salix under Section 7.3.1, this Agreement has not been terminated pursuant to Section 13.2, 13.3, 13.4, or 13.5, upon termination of the royalty obligations of Salix under Section 7.3.1 with respect to any Covered Non-Bioadhesive Product in a particular country that is a Designated Licensed Product, the license grants to Salix in Section 2.1 in respect of such Covered Non-Bioadhesive Product shall, to the extent still relevant, become non-exclusive, fully paid-up, perpetual and irrevocable with respect to such Covered Non-Bioadhesive Product in such country; or and (ii) such time as such Licensed following any termination of Salix’s obligation to pay royalties under Section 7.3.1 in respect of any Covered Non-Bioadhesive Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Licensed Product shall be subject to the royalty term set forth in Section 13.5.6(a) above. For clarity, in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country, Salix shall only be responsible for any royalty payments based on Net Sales of the Covered Non-Bioadhesive Product that occurred in such country after prior to the effective date of First Commercial Sale in such country, on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of such Licensed Product pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, and expire upon the expiration of such Valid Claim or Valid Platform Claim, as the case may be, in such country. For the purposes of calculating the ten [***] period above for each Licensed Product in any country within the EU, the [***] period shall [***]termination.

Royalty Term. (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 above Licensee will commence pay to Licensor royalties under this Section 8.4 on a country-by-country basis upon basis, as follows (the “Royalty Term”): (i) in countries where Product is covered or claimed by any of the Licensor Patents or Joint Patents, from the time of the First Commercial Sale of any Licensed Product, and expire on a country-by-Product in such country basis upon until the expiration or final revocation of the last to claim within the Licensor Patents or Joint Patents covering or claiming Product in the country of sale; provided that, notwithstanding the foregoing, the Royalty Term will expire Patent containing a Valid Claim or Valid Platform Claim, as the case may be, which Covers the sale and royalties will no longer be payable on Net Sales of such Licensed Product in such country. For clarity, if country beginning on (i) the last Valid Claim or Valid Platform Claim, as date following the case may be, Covering the sale launch of a Licensed Generic Product in a particular such country expires prior (or, with respect to the [EEA, following the launch of a Generic Product in any one or more countries in the EEA), the Percentage Generic Market Penetration in such country (or, with respect to the EEA, in any one or more countries in the EEA) reaches during any Calendar Quarter an amount equal to or greater than ***] anniversary ** percent *****, or (ii) the date of entry of a second Generic Product in such country (or, with respect to the EEA, in any one or more countries in the EEA); or (ii) in countries where a Product is not covered or claimed by any of the Licensor Patents or Joint Patents, but where the Product is Derived from the use of Technology, the royalty shall be payable, at a rate that is reduced by ***** percent ***** from the royalty rate payable under Section 8.4(a) or (b), as applicable, and as such royalties may have been further reduced as set forth herein, from the time of the First Commercial Sale of Product in such country until the date that is ***** after the date of First Commercial Sale of such Licensed Product in such country, royalties shall continue to be payable on the sales of such Licensed Product in such country pursuant to Section 13.5.3 at the rates set forth therein until the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country. (b) The royalty obligations set forth in Section 13.5.3 will commence on a country-by-country basis upon the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis upon the earlier of (i) the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country; provided that, notwithstanding the foregoing, the Royalty Term will expire and royalties will no longer be payable on Net Sales of Product in such country beginning on (i) the date following the launch of a Generic Product in such country (or, with respect to the EEA, following the launch of a Generic Product in any one or more countries in the EEA), the Percentage Generic Market Penetration in such country (or, with respect to the EEA, in any one or more countries in the EEA) reaches during any Calendar Quarter an amount equal to or greater than ***** percent *****, or (ii) such time as such Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Licensed Product shall be subject to the royalty term set forth in Section 13.5.6(a) above. For clarity, in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after the date of First Commercial Sale entry of a second Generic Product in such countrycountry (or, on with respect to the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of such Licensed Product pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, and expire upon the expiration of such Valid Claim or Valid Platform Claim, as the case may beEEA, in such country. For any one or more countries in the purposes of calculating the ten [***] period above for each Licensed Product in any country within the EU, the [***] period shall [***]EEA).

Royalty Term. (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 above will commence 4.4.2.1 With respect to any Licensed Product exploited pursuant to an Existing Sublicense, on a country-by-country basis upon basis, in each country in which such Licensed Product is Covered by a Valid Claim, royalties shall be paid on the First Commercial Sale sum of any Net Sales of such Licensed Product, and expire on a country-by-country basis upon Product until the latest of: (a) the expiration date of the last to expire Valid Claim within the Patent containing Rights Covering the applicable Licensed Product (or if the last Covering Valid Claim with respect to such Licensed Product in such country is a pending Valid Claim, the date such pending Valid Claim ceases to be a Valid Claim; provided, however, that subsequent issuance of such Valid Claim or shall again extend the Royalty Term from the date of such issuance to the expiration date of such Valid Platform Claim, as ); (b) the case may be, which Covers the sale period of regulatory exclusivity associated with such Licensed Product in such country. For clarity, if the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of a Licensed Product in a particular country expires prior to the ; and (c) [***] anniversary of years after the date of First Commercial Sale of such Licensed Product in such countrycountry but only for so long as such Licensed Product is sold (such period, royalties shall continue when used with reference to be payable on Licensed Products that are subject to this Section 4.4.2.1, the sales “Royalty Term”). During time periods when such Royalty Term is only in effect in a given country for a given Licensed Product due to clause (c) of the definition of Royalty Term in this Section 4.4.2.1, then the royalty rate provided for such Licensed Product in such country pursuant to Section 13.5.3 at the rates set forth therein until the shall be reduced by [**] percent ([*] anniversary *]%) from that set forth in Section 4.4.1 above for such portions of the Royalty Term for such Licensed Product in such country. 4.4.2.2 With respect to any Licensed Product exploited by Licensee or its Affiliates or pursuant to a Sublicense other than an Existing Sublicense, on a country-by-country basis, in each country in which such Licensed Product is Covered by a Valid Claim, royalties shall be paid on the sum of Net Sales of such Licensed Product until the later of: (a) the expiration date of the last to expire Valid Claim within the Patent Rights Covering the applicable Licensed Product (or if the last Covering Valid Claim with respect to such Licensed Product in such country is a pending Valid Claim, the date such pending Valid Claim ceases to be a Valid Claim; provided, however, that subsequent issuance of such Valid Claim shall again extend the Royalty Term from the date of such issuance to the expiration date of such Valid Claim); and (b) [**] years after the First Commercial Sale of such Licensed Product in such country. country but only for so long as such Licensed Product is sold (such period, when used with reference to Licensed Products that are subject to this Section 4.4.2.2, the “Royalty Term”). During time periods when the Royalty Term is only in effect in a given country for a given Licensed Product due to clause (b) The of the definition of Royalty Term in this Section 4.4.2.2, then the royalty obligations rate provided for such Licensed Product in such country shall be reduced by [**] percent ([**]%) from that set forth in Section 13.5.3 will commence on a country-by-country basis upon the First Commercial Sale of any Licensed Product4.4.1 above (i.e., and expire on a country-by-country basis upon the earlier of (i) the [**]% in the absence of any reductions for third party royalties permitted under Section 4.4.3.2, and a minimum percentage of [*] anniversary *]% with the application of a full [**]% reduction for third party royalties permitted under Section 4.4.3.2) for such portions of the date of First Commercial Sale of Royalty Term for such Licensed Product in such country; or (ii) such time .” 1.5 Section 4.4.3 of the Agreement is hereby amended and restated in its entirety to read as such Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Licensed Product shall be subject to the royalty term set forth in Section 13.5.6(a) above. For clarity, in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of such Licensed Product pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, and expire upon the expiration of such Valid Claim or Valid Platform Claim, as the case may be, in such country. For the purposes of calculating the ten [***] period above for each Licensed Product in any country within the EU, the [***] period shall [***].follows:

Royalty Term. (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 above will commence on On a countryLicensed Product-by-country basis upon the First Commercial Sale of any Licensed Product, Product and expire on a country-by-by country basis upon basis, in each country in which a Licensed Product has been Covered by any issued Valid Claim in such country prior to the expiration of the last date on which any such Valid Claim ceases to expire Patent containing be a Valid Claim or Valid Platform Claimin such country, as the case may be, which Covers the sale royalties shall be paid on Net Sales of such Licensed Product in such country. For clarity, if the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale of a Licensed Product in a particular country expires prior to the [***] anniversary of the date of commencing upon First Commercial Sale of such Licensed Product in such country, royalties shall continue country until the latest of: (a) the date on which the last Valid Claim within the Patent Rights Covering the applicable Licensed Product in such country ceases to be payable a Valid Claim in such country; (b) the date on which the sales period of regulatory exclusivity associated with such Licensed Product in such country pursuant to Section 13.5.3 at the rates set forth therein until the expires; or (c) [***] anniversary of years after the date of First Commercial Sale of such Licensed Product in such country. country (b) The royalty obligations set forth in Section 13.5.3 will commence on the “Covered Product Royalty Term”). On a Licensed Product-by-Licensed Product and country-by-country basis upon the First Commercial Sale of any Licensed Productbasis, and expire if royalties on a country-by-Licensed Product that has been Covered by any issued Valid Claim in such country basis upon prior to the earlier date on which any such Valid Claim ceases to be a Valid Claim in such country are payable under this Section 4.4.2 (Royalty Term) after the later of (i) the date on which the last Valid Claim within the Patent Rights Covering the applicable Licensed Product in such country ceases to be a Valid Claim in such country and (ii) the date on which the period of regulatory exclusivity associated with such Licensed Product in such country expires, then the royalty rate applied to Net Sales of such Licensed Product shall be reduced to a rate of [***] anniversary percent ([***]%) and applied to Net Sales of such Licensed Product in such country during the remainder of the date of First Commercial Sale Royalty Term of such Licensed Product in such country; or (ii) such time as such . On a Licensed Product-by-Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may beand country-by-country basis, in such country, each country in which case such Licensed a Non-Covered Product shall be subject to the royalty term set forth in Section 13.5.6(a) above. For clarity, in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, as the case may be, first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may beis sold, royalties shall be payable paid on the sales Net Sales of such Licensed Non-Covered Product pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, and expire in such Calendar Year commencing upon the expiration First Commercial Sale of such Valid Claim or Valid Platform Claim, as the case may be, Non-Covered Product in such country. For country until the purposes of calculating the ten date [***] period above for each Licensed years after the First Commercial Sale of such Non-Covered Product in any such country within (the EU“Non-Covered Product Royalty Term,” together with the Covered Product Royalty Term, the [***] period shall [***]each a “Royalty Term”).

Royalty Term. (a) The royalty obligations set forth in Sections 13.5.1 and 13.5.2 above will commence Royalties payable under this Section 9.3 shall be paid by Incyte on a Licensed Product-by-Licensed Product and country-by-country basis upon from the First Commercial Sale of any Licensed Product, and expire on a country-by-country basis upon Effective Date until the expiration of later of: (i) the last to expire Patent containing a of any Valid Claim or Valid Platform Claim, as the case may be, which Covers the sale of Covering such Licensed Product in such country. For clarity, if (ii) the last Valid Claim or Valid Platform Claim, as the case may be, Covering the sale expiration of a Regulatory Exclusivity for such Licensed Product in a particular such country expires prior to the [***and (iii) [ * ] anniversary of the date of following First Commercial Sale of such Licensed Product in such country (each such term with respect to a Licensed Product and a country, royalties shall continue to be payable a “Royalty Term”). Notwithstanding the foregoing, on the sales of such a Licensed Product-by-Licensed Product in such country pursuant to Section 13.5.3 at the rates set forth therein until the [***] anniversary of the date of First Commercial Sale of such Licensed Product in such country. (b) The royalty obligations set forth in Section 13.5.3 will commence on a and country-by-country basis upon in [ * ], in the First Commercial Sale of any event that Generic Competition exists with respect to a Licensed ProductProduct in the [ * ], and expire on a country-by-then the royalty rates in such country basis upon the earlier of (i) the [***] anniversary of the date of First Commercial Sale of for such Licensed Product will be reduced by [ * ] of the applicable rate in Section 9.3(a) during each Calendar Quarter in which such Generic Competition exists in such country; or (ii) such time as such . If the foregoing royalty reductions do not apply in a particular country of the Territory, in the event that no Valid Claim Covering a Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, exists in such country, then the royalty rates in such country will be reduced by [ * ] of the applicable rate in Section 9.3(a) during each Calendar Quarter in which case no such Valid Claim Covering a Licensed Product exists in such country. Notwithstanding anything herein to the contrary, if the royalty rates under this Agreement have been reduced at a time when a claim of a pending patent application issues pursuant to the last proviso of Section 1.96, the issuance of such claim shall not cause or be the basis for an increase in the then-current applicable royalty rate. For clarity, any payments due under this Section 9.3 shall be subject to reduction in accordance with Section 8.4(c); provided that in no event will the royalty term set forth royalties for any Licensed Product and country in Section 13.5.6(a) above. For clarity, any Calendar Quarter be reduced [ * ] of the amounts otherwise due without such reduction except in the case of a Licensed Product for which a Valid Claim or Valid Platform Claim, Generic Competition as the case may be, first comes into existence in a particular country after the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim or Valid Platform Claim, as the case may be, royalties shall be payable on the sales of such Licensed Product pursuant to Section 13.5.1 or 13.5.2 at the rates set forth therein, as applicable, and expire upon above (in which case the expiration of such Valid Claim or Valid Platform Claim, as the case may be, in such country. For the purposes of calculating the ten [***] period above royalties payable under this Section 9.3 for each Licensed Product in any country within the EU, the [***] period Calendar Quarter shall [***not be reduced [ * ].