Common use of Royalty Term Clause in Contracts

Royalty Term. (a) The royalty obligations set forth in Section 6.4.1 above will commence on a country-by-country basis upon the First Commercial ·sale of any Immunocore Product, and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [***] of the date of First Commercial Sale of such 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 Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 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 such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale of such Immunocore Product in such country; or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a 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 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 royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each 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. (a) The royalty obligations set forth in Section 6.4.1 7.6.1 above will commence on a country-by-country basis upon the First Commercial ·sale Sale of any Immunocore Licensed Product, and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Licensed Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore a Licensed Product in a particular country expires prior to the [***] anniversary of the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Licensed Product in such country, royalties shall continue to be payable on the sales of such Immunocore Licensed Product in such country pursuant to Section 6.4.2 7.6.2 at the rates set forth therein, as applicable, until the [***] anniversary of the date of First Commercial Sale of such Immunocore Licensed Product in such country. (b) The royalty obligations set forth in Section 6.4.2 7.6.2 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, will commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore Licensed Product, and expire on a country-by-country basis upon the earlier of (i) [***] anniversary of the date of First Commercial Sale of such Immunocore Licensed Product in such country; or (ii) such time as such Immunocore Licensed Product is Covered by a Valid Claim in such country, in which case such Immunocore Licensed Product shall be subject to the royalty term set forth in Section 6.4.1 7.6.1 above. For clarity, in the case of a First Generation Immunocore Licensed 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 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 royalties shall continue to be payable on the sales of such Immunocore Licensed Product pursuant to Section 6.4.1 7.6.1 at the rates set forth therein, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Licensed 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. (a) The royalty obligations set forth in Royalties payable under this Section 6.4.1 above will commence 9.4 shall be paid by Celgene on a Shared Product-by-Shared Product and country-by-country basis upon from the First Commercial ·sale later of any Immunocore Product, (i) the Vividion Opt-Out Date and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the [***] of (ii) the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 each Shared Product in such country, royalties shall continue a country with respect to be payable on the sales of such Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicablewhich royalty payments are due, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 6.4.2 above willlatest of: (i) for the last to expire of any First Generation Immunocore Product Valid Claim of Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or any Second Generation Immunocore Joint Co-Co Patents Covering such Shared 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 such country-by-country basis upon the First Commercial Sale of any such Immunocore Product, and expire on a country-by-country basis upon the earlier of ; (iii) [***] of the date of First Commercial Sale of such Immunocore Product in such country; or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a 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 first comes into existence in a particular country after years following the date of First Commercial Sale in such country, on the date of issuance of such Valid Claim royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon ; and (iii) the expiration of Regulatory Exclusivity for such Valid Claim Shared Product in such country; (each such term with respect to a Shared Product and a country, a “Royalty Term”). For Notwithstanding the purposes foregoing, in the event that the Royalty Term for a Shared Product in a country continues solely due to Section 9.4(b)(ii) above (i.e., the Shared Product is not Covered by a Valid Claim of calculating Vividion Patents, Vividion Co-Co Collaboration Patents, Celgene Co-Co Collaboration Patents or Joint Co-Co Patents in the applicable country, and such Shared Product is not subject to Regulatory Exclusivity in such country) then, in such event, the Royalty Rate for such Shared Product in such country will be reduced to [***] period above for each Immunocore Product in any country within the EU, the [***] period shall start percent ([***]. (ii%) of the applicable Royalty Rate in Section 9.4(a) for any Second Generation Immunocore such Shared Product for which the First Commercial Sale occurs whilst a First Generation Immunocore Product is on the market, commence on a in such country-by-country basis upon the First Commercial Sale of the Second Generation Immunocore Product, and expire on the last to occur of (a) . Upon the expiration of the last Royalty Term with respect to expire Patent a Shared Product in a country, the license granted by Vividion to Celgene pursuant to Section 8.1(a) shall be deemed to be fully paid-up, irrevocable and perpetual with a Valid Claim which Covers respect to such Shared Product in such country; provided that, notwithstanding Section 8.5 or 9.5, Celgene shall assume and be solely responsible (without deduction under Section 9.4(d)) for any amounts payable to Third Party licensors and Celgene shall be responsible for complying with the sale terms of any license agreements with such Third Party licensors, in each case, with respect to Celgene’s exercise of such First Generation Immunocore Product; or (b) [***] of rights as to such Shared Product in such country following the date of First Commercial Sale expiration of such Second Generation ImmunocoreRoyalty Term.

Royalty Term. (a) The royalty obligations set forth in Section 6.4.1 Sections 13.5.1 and 13.5.2 above will commence on a country-by-country basis upon the First Commercial ·sale Sale of any Immunocore 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 Immunocore 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 an Immunocore a Licensed Product in a particular country expires prior to the [***] anniversary of the date of First Commercial Sale of such Immunocore License Agreement relating to MAGE-A4 and [***] compounds 21 Licensed Product in such country, royalties shall continue to be payable on the sales of such Immunocore Licensed Product in such country pursuant to Section 6.4.2 13.5.3 at the rates set forth therein, as applicable, therein until the [***] anniversary of the date of First Commercial Sale of such Immunocore Licensed Product in such country. (b) The royalty obligations set forth in Section 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, 13.5.3 will commence on a country-by-country basis upon the First Commercial Sale of any such Immunocore 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 Immunocore Licensed Product in such country; or (ii) such time as such Immunocore Licensed Product is Covered by a Valid Claim or Valid Platform Claim, as the case may be, in such country, in which case such Immunocore Licensed Product shall be subject to the royalty term set forth in Section 6.4.1 13.5.6(a) above. For clarity, in the case of a First Generation Immunocore Licensed 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 Immunocore Licensed Product pursuant to Section 6.4.1 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 Immunocore Licensed 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. (a) The royalty obligations set forth in Section 6.4.1 above will commence Millennium shall pay royalties with respect to each Licensed Product on a country-by-country basis upon the First Commercial ·sale of any Immunocore and Licensed Product, and expire on a country-by-country Licensed Product basis upon until the expiration later of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to the (a) [***] of years from the date of First Commercial Sale of such 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 Immunocore Licensed Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. or (b) The royalty obligations set forth in Section 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 such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale of such Immunocore Product in such country; or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a 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 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 royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each 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 within the Licensed Patent Rights that Covers the sale of Licensed Product in such First Generation Immunocore country (the “Royalty Term”). On a country-by-country and Licensed Product; or (b) -by-Licensed Product basis, the first [***] of the Royalty Term for such Licensed Product in such country is sometimes referred to herein as the “Base Royalty Term,” and the portion, if any, of the Royalty Term for such Licensed Product in such country following the Base Royalty Term is sometimes referred to herein as the “Extended Royalty Term.” For purposes of determining whether a Valid Claim Covers the Licensed Product under this Section 5.4, (i) any Valid Claim within the Licensed Patent Rights that is jointly owned by Millennium (or any of its Affiliates) with ImmunoGen (or any of its Affiliates) shall be deemed to be owned solely by ImmunoGen or an Affiliate of ImmunoGen, and (ii) claims contained in [***] that [***], as of the date in question, [***] will be [***] for purposes of First Commercial Sale determining the expiration of the Royalty Term for a Licensed Product in such Second Generation Immunocorecountry under this Section 5.4. Anything contained in this Agreement to the contrary notwithstanding, the Millennium [***] ImmunoGen/Millennium Confidential

Royalty Term. (a) The royalty obligations set forth in Royalties under Section 6.4.1 above will commence 6.6 shall be payable on a Product-by-Product and country-by-country basis upon during the period of time commencing on the First Commercial ·sale Sale of any Immunocore Product, and expire on a country-by-country basis upon the expiration of the last to expire Patent containing a Valid Claim which Covers the sale of such Immunocore Product in such country. For clarity, if the last Valid Claim Covering the sale of an Immunocore Product in a particular country expires prior to and ending upon the [***] of later of: (a) 10 years from the date of First Commercial Sale of such Immunocore License Agreement relating to MAGEProduct in such country; and (b) expiration of the last-A4 to-expire Valid Claim of the YouHealth Patents covering the manufacture, use, sale or import of such Product in such country (the “Royalty Term”); provided, however, that, on a Product-by-Product and [***] compounds 21 country-by-country basis, during any portion of the Royalty Term for a Product in a country when no Valid Claim of the YouHealth Patents covers the manufacture, use or sale of such Product in such country, the royalties shall continue payable by Acucela with respect to be payable on the sales Net Sales of such Immunocore Product in such country pursuant to Section 6.4.2 at shall be reduced by 50% for the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale remainder of such Immunocore Royalty Term; and provided, further, that if, at any time during the Royalty Term for a Product in a country, a Third Party (other than a Sublicensee) obtains Marketing Approval for a Generic Version of such Product in such country. (b) The , Acucela’s royalty payment obligations set forth in Section 6.4.2 above will: (i) for any First Generation Immunocore Product or any Second Generation Immunocore to YouHealth under this Agreement with respect to such Product in respect such country shall immediately terminate, effective as of which the royalty set out date such Generic Version receives Marketing Approval in Section 6.4.1(a)(ii) as may be modified by Section 6.4.2 is payable, commence on such country. On a Product-by-Product and country-by-country basis basis, upon expiration (or earlier termination in accordance with the First Commercial Sale preceding sentence) of any such Immunocore Product, and expire on the Royalty Term for a Product in a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale of , Acucela’s license under Section 4.1 with respect to such Immunocore Product in such country; or (ii) such time as such Immunocore Product is Covered by a Valid Claim in such countrycountry shall become fully-paid, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a 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 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 royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth therein, irrevocable and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Product in any country within the EU, the [***] period shall start [***]perpetual. (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. (a) The royalty obligations set forth in Licensee will pay to Licensor royalties under this Section 6.4.1 above will commence 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 Sale of any Immunocore 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 which Covers the sale and royalties will no longer be payable on Net Sales of such Immunocore Product in such country. For clarity, if country beginning on (i) the last Valid Claim Covering date following the sale launch of an Immunocore a 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 ***] ** 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 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 Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 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 such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale of such Immunocore 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 Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a 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 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 royalties shall continue license granted to be payable on the sales of such Immunocore Product Licensee pursuant to Section 6.4.1 at the rates set forth therein, 4.1(a) will become a fully paid-up and expire upon the expiration of such Valid Claim in such royalty free license for that country. For the purposes of calculating the [***] period above for each 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. (a) The royalty obligations set forth in Licensee will pay to Licensor royalties under this Section 6.4.1 above will commence 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 Sale of any Immunocore 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 which Covers the sale and royalties will no longer be payable on Net Sales of such Immunocore Product in such country. For clarity, if country beginning on (i) the last Valid Claim Covering date following the sale launch of an Immunocore a 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 ***] ** 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 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 Immunocore Product in such country pursuant to Section 6.4.2 at the rates set forth therein, as applicable, until the [***] of the date of First Commercial Sale of such Immunocore Product in such country. (b) The royalty obligations set forth in Section 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 such Immunocore Product, and expire on a country-by-country basis upon the earlier of (i) [***] of the date of First Commercial Sale of such Immunocore 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 Immunocore Product is Covered by a Valid Claim in such country, in which case such Immunocore Product shall be subject to the royalty term set forth in Section 6.4.1 above. For clarity, in the case of a 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 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 royalties shall continue to be payable on the sales of such Immunocore Product pursuant to Section 6.4.1 at the rates set forth thereinEEA, and expire upon the expiration of such Valid Claim in such country. For the purposes of calculating the [***] period above for each Immunocore Product in any country within one or more countries in the EU, the [***] period shall start [***]EEA). (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