Common use of Royalty Clause in Contracts

Royalty. Xxxxx shall pay to CPEC a royalty for the use of the license and trademarks of bucindolol in the Territory. The royalty for all periods subsequent to the end of the Launch Year shall be equal to 40% of the net result of (1) Net Sales and other collaborative revenue (e.g., a payment by a sublicensee or royalties received from agents or from third parties ("Other Collaborative Revenue")) less (2) cost of goods sold, sales and marketing expenses (including costs for samples not previously deducted as an expense, mutually agreed upon sales force allocation, and other bucindolol related promotional and educational expenditures), post-launch clinical trials, third party royalties (including any royalty payable to BMS or Jago Pharma AG) and distribution costs (including freight, insurance and packaging material for shipment of bucindolol). If the royalty calculation, as set forth in the preceding sentence, results in a negative amount for any period, then CPEC shall pay to Xxxxx such amount within 30 days after the end of the quarter, and Xxxxx shall not owe CPEC a royalty payment for such period. The royalty payable by Xxxxx to CPEC during the Launch Year shall be equal to 40% of the net result of (1) Net Sales and Other Collaborative Revenue less (2) cost of goods sold, third party royalties and distribution costs. Net Sales shall mean the total amount invoiced by Xxxxx or its affiliates or sublicensees, for sales of licensed product less commission, discounts, returns and return allowances, sales, use or value-added taxes, duties and other credits or allowances shown on the invoices; provided, however, Net Sales shall with respect to unaffiliated third parties include the sales amount to such unaffiliated third parties or agents (and not the value of resales by such third parties or agents) and royalties payable to third parties in connection with sales by unaffiliated third parties or agents shall be a deductible expense. Expenses shall be based on actual costs incurred and shall not include general administrative, corporate or affiliate overhead or reserves. Each party shall be responsible for its own taxes on income. The royalty payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate and shall be paid in U.S. dollars within 30 days after the end of the quarter. Taxes and other duties which are mandatorily payable by Intercardia/CPEC in the Federal Republic of Germany and which must be remitted by Xxxxx for Intercardia/CPEC's account and for which Xxxxx is legally liable shall be withheld and remitted by Xxxxx on behalf of Intercardia/CPEC. In such cases, Xxxxx shall send Intercardia/CPEC the receipts for such payments. All payments to Intercardia/CPEC shall be net of withholding taxes, if applicable. As long as legally permitted, value added tax shall not be invoiced as a separate item. Exhibit A illustrates the calculation of royalties payable to CPEC under this Agreement.

Royalty. Xxxxx shall Subject to the terms and conditions of this Agreement, Motorola agrees to pay royalties (according to CPEC a royalty for the use of the license and trademarks of bucindolol in the Territory. The royalty for all periods subsequent schedule to the end of the Launch Year shall be equal to 40% of the net result of (1) Net Sales and other collaborative revenue (e.g., a payment by a sublicensee or royalties received from agents or from third parties ("Other Collaborative Revenue")) less (2) cost of goods sold, sales and marketing expenses (including costs for samples not previously deducted as an expense, mutually agreed upon sales force allocation, and other bucindolol related promotional and educational expenditures), post-launch clinical trials, third party royalties (including any royalty payable to BMS or Jago Pharma AG) and distribution costs (including freight, insurance and packaging material for shipment of bucindolol). If the royalty calculation, as set forth in Exhibit G) to NetSpeak on fair, reasonable, most-favored customer and competitive rates and terms for similar quantities and under similar conditions. 7.1.1 With respect to Subscriber Devices, Motorola shall pay NetSpeak the preceding sentence, results following royalty amounts (not to exceed * in the aggregate) which will result in a negative amount fully-paid up license with respect to Subscriber Devices for unlimited use of any periodlicense granted hereunder: * for each of the first * million Subscriber Devices shipped which incorporate a NetSpeak Product, then CPEC shall pay an RF Product or a Derivative Work pursuant to Xxxxx such amount within 30 days the license grants of Sections 1.1, 1.2, 1.4 or 1.5; * for each of the next * million Subscriber Devices shipped which incorporate a NetSpeak Product, an RF Product or a Derivative Work pursuant to the license grants of Sections 1.1, 1.2, 1.4 or 1.5. 7.1.2 With respect to New NetSpeak Products incorporated into a Subscriber Device after the end fifth anniversary of the quarterexecution of this Agreement, and Xxxxx Motorola shall not owe CPEC agree to pay an additional reasonable royalty rate for each Subscriber Device incorporating such New NetSpeak Products on a royalty payment for such period. The royalty payable by Xxxxx to CPEC during the Launch Year shall be equal to 40% of the net result of (1) Net Sales and Other Collaborative Revenue less (2) cost of goods sold, third party royalties and distribution costs. Net Sales shall mean the total amount invoiced by Xxxxx or its affiliates or sublicensees, for sales of licensed product less commission, discounts, returns and return allowances, sales, use or valuemost-added taxes, duties and other credits or allowances shown on the invoicesfavored customer basis; provided, howeverhowever in no event shall Motorola be obligated to pay in excess of * million (excluding any amount paid under Section 7.1.1) for such Subscriber Devices incorporating the New NetSpeak Products and once Motorola pays * million in the aggregate (excluding any amount paid under Section 7.1.1) for such Subscriber Devices incorporating the New NetSpeak Products, Net Sales Motorola shall with have an unlimited right to further incorporate such New NetSpeak Products in all Subscriber Devices without any further royalty payment obligation or accounting to NetSpeak. 7.1.3 With respect to unaffiliated third parties include NetSpeak Products, RF Products and Derivative Products which are not incorporated into Subscriber Devices, Motorola and NetSpeak will meet within thirty (30) days of the sales amount date of execution of this Agreement to such unaffiliated third parties or agents (develop a business model for defining the Motorola royalty base for each NetSpeak Product. The defined royalty base shall quantify the boundary of the Motorola RF Products, Derivative Works and not NetSpeak Products upon which a royalty calculation will be made. The business model shall take into consideration the value existing royalty base for each NetSpeak Product outside of resales the Exclusive Field to comparably define a royalty base for the Motorola RF Products and Derivative Works. It is acknowledged and agreed by such third parties or agents) and royalties payable to third parties in connection with sales by unaffiliated third parties or agents NetSpeak that the Motorola royalty schedule shall be such that Motorola achieves a deductible expensemost favored customer royalty rate applied to the defined royalty base. Expenses shall be The parties will negotiate declining royalty rates based on actual costs incurred average selling prices and shall not include general administrativevolume levels, corporate or affiliate overhead or reserves. Each party shall be responsible for its own taxes on income. The royalty payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate which take into consideration Motorola's and shall be paid in U.S. dollars within 30 days after the end of the quarter. Taxes and other duties which are mandatorily payable by Intercardia/CPEC in the Federal Republic of Germany and which must be remitted by Xxxxx for Intercardia/CPECNetSpeak's account and for which Xxxxx is legally liable shall be withheld and remitted by Xxxxx on behalf of Intercardia/CPEC. In such cases, Xxxxx shall send Intercardia/CPEC the receipts for such payments. All payments to Intercardia/CPEC shall be net of withholding taxes, if applicable. As long as legally permitted, value added tax shall not be invoiced as a separate item. Exhibit A illustrates the calculation of royalties payable to CPEC under this Agreementcurrent business models.

Royalty. Xxxxx (a) Upon execution of this Agreement, Licensee shall issue to Licensor a total of One Million restricted shares of Licensee's Common Stock. (b) Licensee agrees to pay to CPEC Licensor a royalty of two percent of the Net Selling Price for each Oxywell Product sold by Licensee after the effective date of this Agreement; In the event any national government imposes any exchange restrictions prohibiting any payments required to be made by Licensee under this Agreement, an account in the name of Licensor shall be established in a financial institution of Licensor's choice in the country of such national government and all monies due Licensor shall be paid into such account, or at Licensor's election, payment shall be made to any account designated by Licensor that complies with such restrictions. (c) An Oxywell Product is deemed sold at the time of first invoicing or, if not invoiced, at the time of first shipment, delivery, or other transfer to other than Licensee, or when first actually put into use, including use by Licensee, whichever occurs the earliest. (d) The accounting period shall be on a calendar quarterly basis for the use respective periods ending on March 31, June 30, September 30 and December 31 of the license and trademarks of bucindolol in the Territory. The royalty for all periods subsequent to each year, beginning with the end of the Launch Year shall be equal to 40% period first following the date of this Agreement. (e) Within 30 days of the net result end of each period, Licensee shall furnish Licensor with a certified written statement of the quantity of Oxywell Products sold in the preceding accounting period, setting forth the essential information concerning the sales by Licensee of all Oxywell Products subject to royalty and upon which a royalty is calculated. Such information shall include the quantity of Oxywell Products sold or leased, and all other facts necessary to facilitate verification of the royalty calculation and the identification of Oxywell Products for which royalties have been paid by Licensee. Payment shall accompany each such statement. (1f) Net Sales Licensee agrees that it will at all times keep complete, true, and other collaborative revenue (e.g.correct books of account containing a current record of leases, a payment by a sublicensee or royalties received from agents or from third parties ("Other Collaborative Revenue")) less (2) cost of goods sold, sales and marketing expenses (including costs for samples not previously deducted as an expense, mutually agreed upon sales force allocationsales, and other bucindolol related promotional data in sufficient detail to enable the royalties payable under this Agreement to be computed and educational expenditures), post-launch clinical trials, third party royalties (including any royalty payable verified. Licensee further agrees to BMS or Jago Pharma AG) and distribution costs (including freight, insurance and packaging material permit an independent certified public accountant to have access for shipment inspection of bucindolol). If the royalty calculation, as set forth in the preceding sentence, results in a negative amount for any period, then CPEC shall pay to Xxxxx such amount within 30 days after the end said books of the quarteraccount at reasonable intervals during business hours, and Xxxxx shall not owe CPEC a royalty payment for the cost of such period. The royalty payable by Xxxxx to CPEC during the Launch Year independent certified public accountant shall be equal to 40% borne by Licensor, unless underpayments in excess of $5,000 are discovered; in which event, the net result of (1) Net Sales and Other Collaborative Revenue less (2) cost of goods sold, third party royalties and distribution costs. Net Sales shall mean the total amount invoiced by Xxxxx or its affiliates or sublicensees, for sales of licensed product less commission, discounts, returns and return allowances, sales, use or value-added taxes, duties and other credits or allowances shown on the invoices; provided, however, Net Sales shall with respect to unaffiliated third parties include the sales amount to such unaffiliated third parties or agents (and not the value of resales by such third parties or agents) and royalties payable to third parties in connection with sales by unaffiliated third parties or agents independent certified public accountant shall be a deductible expense. Expenses shall be based on actual costs incurred and shall not include general administrative, corporate or affiliate overhead or reserves. Each party shall be responsible for its own taxes on income. The royalty payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate and borne by Licensee. (h) All royalties due hereunder shall be paid in U.S. dollars within 30 days after the end of the quarterUnited States Dollars. Taxes and All royalties for an accounting period computed in other duties which are mandatorily payable by Intercardia/CPEC in the Federal Republic of Germany and which must be remitted by Xxxxx for Intercardia/CPEC's account and for which Xxxxx is legally liable currencies shall be withheld and remitted converted into United States Dollars at the buying rate for the transfer of such other currencies to United States Dollars as quoted by Xxxxx the Chase Manhattan Bank on behalf the last day of Intercardia/CPEC. In such casesaccounting period, Xxxxx shall send Intercardia/CPEC or the receipts for business day thereafter if such payments. All payments to Intercardia/CPEC last day shall be net of withholding taxes, if applicable. As long as legally permitted, value added tax shall not be invoiced as a separate item. Exhibit A illustrates the calculation of royalties payable to CPEC under this AgreementSunday or a holiday.

Royalty. Xxxxx 3.1 In consideration of the exclusive license granted hereunder Affimed shall pay to CPEC DKFZ a running royalty of ***** of Net Sales. During the initial period of four (4) years, the Net Sales are extended to the Affimed’s total sales, but excluding the exceptions as defined in Section 1.4. and excluding sublicenses as defined in Section 3.2. 3.2 If Affimed grants a sublicense to third parties, the portion of ***** of each license income, shall be paid to DKFZ. If Affimed grants a sublicense in connection with a cross-license to third parties, Affimed shall make a lump-sum payment of DM seventy thousand (70.000,00) within thirty (30) days after execution of a corresponding sublicense agreement with the third party. Each lump sum payment may be credited against Xxxxxxx’s portion of the respective license income i.e. by reducing the portion of license income payable to Affimed by ***** of the amount due until the accumulated reduction has reached the amount of *****. Thereafter, Xxxxxxx’s portion of license income has to be transferred without any further deduction. 3.3 Royalty payment shall commence with the first Sale of Licensed Products or Licensed Services by Affimed and shall cease upon expiration of the last to expire patent of Patent Rights. The regulation under 3.1 has to be considered, correspondingly. If Affimed must pay for the use sale of the license and trademarks Licensed Products or Licensed Services a running royalty to a third party, Affimed shall not be entitled to deduct any percent of bucindolol in the Territory. The royalty for all periods subsequent to the end of the Launch Year shall be equal to 40% of the net result of (1) Net Sales and other collaborative revenue (e.g., a payment by a sublicensee or royalties received from agents or from third parties ("Other Collaborative Revenue")) less (2) cost of goods sold, sales and marketing expenses (including costs for samples not previously deducted as an expense, mutually agreed upon sales force allocation, and other bucindolol related promotional and educational expenditures), post-launch clinical trials, third party royalties (including any that royalty payable to BMS or Jago Pharma AG) and distribution costs (including freight, insurance and packaging material for shipment of bucindolol). If that third party from the royalty calculation, as set forth in the preceding sentence, results in a negative amount for any period, then CPEC shall pay to Xxxxx such amount within 30 days after the end of the quarter, and Xxxxx shall not owe CPEC a royalty payment for such period. The running royalty payable by Xxxxx to CPEC during the Launch Year shall be equal to 40% of the net result of (1) Net Sales and Other Collaborative Revenue less (2) cost of goods sold, third party royalties and distribution costs. Net Sales shall mean the total amount invoiced by Xxxxx or its affiliates or sublicensees, for sales of licensed product less commission, discounts, returns and return allowances, sales, use or value-added taxes, duties and other credits or allowances shown on the invoices; provided, however, Net Sales shall with respect to unaffiliated third parties include the sales amount to such unaffiliated third parties or agents (and not the value of resales by such third parties or agents) and royalties payable to third parties in connection with sales by unaffiliated third parties or agents shall be a deductible expense. Expenses shall be based on actual costs incurred and shall not include general administrative, corporate or affiliate overhead or reserves. Each party shall be responsible for its own taxes on income. The royalty payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate and shall be paid in U.S. dollars within 30 days after the end of the quarter. Taxes and other duties which are mandatorily payable by Intercardia/CPEC in the Federal Republic of Germany and which must be remitted by Xxxxx for Intercardia/CPEC's account and for which Xxxxx is legally liable shall be withheld and remitted by Xxxxx on behalf of Intercardia/CPEC. In such cases, Xxxxx shall send Intercardia/CPEC the receipts for such payments. All payments to Intercardia/CPEC shall be net of withholding taxes, if applicable. As long as legally permitted, value added tax shall not be invoiced as a separate item. Exhibit A illustrates the calculation of royalties payable to CPEC under this Agreement. 3.4 taxes imposed on payments made by Affimed to DKFZ shall be borne by Affimed. 3.5 Affimed shall keep correct and complete records of account as to the Licensed Products or Licensed Services sold containing all information required for the computation and verification of the Net Sales and of the royalties to be paid under this Agreement. 3.6 During the term of this Agreement and within a period of ***** after its termination (and expiration) DKFZ shall have the right to have such records of account inspected and examined during the ordinary business hours through an independent certified public accountant acceptable to Affimed. The cost for such inspection and examination shall be borne by DKFZ; if the sublicense account should not be in order and the difference is ***** or more, the cost shall be borne by Affimed. 3.7 Affimed is obliged to transmit to DKFZ within 30 (thirty) days from the end of every calendar half year a written report showing the quantities of Licensed Products and Licensed Services sold by Affimed in the preceding calendar half year as well as the corresponding Net Sales and the royalties due. If there were no royalty bearing manufacture or sales of any Licensed Products and Licensed Services, Affimed has to report so to DKFZ within said term. The regulations under 3.1 and 3.3 have to be considered, correspondingly. The written report or the nil returns shall be sent to the following address Deutsches Krebsforschungszentrum Technology Transfer Department S0102 Im Neuenheimer Xxxx 280, 69120 Heidelberg Federal Republic of Germany 3.8 The amount of royalty due has to be remitted in Deutsche Mark or Euro within said term of the above paragraph to the following account of DKFZ by Xxxxx transfer: ***** 3.9 The obligations to pay shall only be fulfilled on the day on which the relevant amount of money is credited to the aforesaid account. 3.10 For the conversion of foreign currency into Deutsche Mark or Euro the official spot selling rate at Frankfurt am Main on the last business day of the period to which the payment of royalties relates shall apply. If any payment is delayed, the spot selling rate valid on the last business day of the corresponding royalty period is to be used. 3.11 On payments in arrear the Affimed shall pay interest at the higher rate of b) Any losses suffered by DKFZ in terms of less favourable exchange rate as a result of such delayed payments have to be refunded by Affimed to DKFZ by applying the modalities of accounting according to paragraph 3.10.

Royalty. Xxxxx shall 3.3.1 As additional contingent consideration, Buyer will pay Seller a royalty as set forth below, for each Apex S, fleet or transit compressed natural gas vehicle fueling dispenser, or similar successor compressed natural gas fueling dispenser, that incorporates a metering system using sonic nozzles or the Marcxx xxxsitometer (each such dispenser referred to CPEC as a "Proprietary Dispenser") sold by Buyer or its Affiliates during the periods described in Sections 3.3.2 and 3.3.3 below. 3.3.2 Buyer will pay Seller a royalty of $750.00 per Proprietary Dispenser sold by Buyer or its Affiliates through the end of the "First Royalty Period," which will commence on the Closing Date and continue until the earlier to occur of (i) the sale of the first 500 Proprietary Dispensers subject to such royalty or (ii) five years after the Closing Date. 3.3.3 Buyer will pay Seller a royalty of $500.00 per Proprietary Dispenser sold by Buyer or its Affiliates during the "Second Royalty Period," which will commence at the end of the First Royalty Period and continue until the earlier to occur of (i) the sale of the first 500 Proprietary Dispensers subject to such royalty during the Second Royalty Period or (ii) five years after completion of the First Royalty Period. 3.3.4 Notwithstanding anything to the contrary in this Agreement, no royalty will be due or payable on Proprietary Dispensers sold in connection with Jobs in Progress or Assumed Jobs. 3.3.5 No Proprietary Dispenser will be deemed sold for purposes of this Agreement until Buyer (or its applicable Affiliate) has received payment in full for such Proprietary Dispenser from the applicable customer (and for this purpose Seller will have the option to pay Buyer any deficiency owed by such customer in order to cause such payment in full). The royalty for any Proprietary Dispenser sold by Buyer or its Affiliate will be due and payable by Buyer to Seller not later than the 30th day of the calendar month following the calendar month in which Buyer or its Affiliate received payment in full for the applicable Proprietary Dispenser(s). 3.3.6 Buyer will maintain accurate and complete records of all Proprietary Dispensers sold by Buyer and its Affiliates. Buyer will furnish Seller with an annual statement on or before each April 1, certifying that the amount paid to Seller as a royalty for the use of the license prior calendar year is accurate and trademarks of bucindolol in the Territory. The royalty for all periods subsequent complete with respect to the end sales of Proprietary Dispensers by Buyer and its Affiliates during such calendar year or the Launch Year shall be equal amounts, if any, remaining due to 40Seller. Seller will have the right, for twelve months following the receipt of such annual statement, conduct an audit, at its sole cost and expense, of Buyer's Proprietary Dispenser sales records and Buyer will cooperate with Seller and its agents and provide them with access to such substantiating documentation as they may reasonably request. If the audit shows amounts due Seller in excess of 3% of the net result aggregate royalties paid to Seller for the calendar year in question, the parties will use their best efforts to resolve the discrepancy within 30 days of (1) Net Sales and other collaborative revenue (e.g., a payment by a sublicensee or royalties received from agents or from third parties ("Other Collaborative Revenue")) less (2) cost of goods sold, sales and marketing expenses (including costs for samples not previously deducted as an expense, mutually agreed upon sales force allocation, and other bucindolol related promotional and educational expenditures), post-launch clinical trials, third party royalties (including any royalty payable to BMS or Jago Pharma AG) and distribution costs (including freight, insurance and packaging material for shipment of bucindolol)Seller's written notice describing the discrepancy. If the royalty calculation, as set forth in the preceding sentence, results in a negative amount for any perioddiscrepancy is not resolved by mutual agreement, then CPEC shall pay the parties will submit the issue to Xxxxx binding arbitration by a certified public accountant acceptable to both parties (or if the parties cannot agree, then by the accounting firm of SKB Corbxx, Xxnver, Colorado), whose resolution will be conclusive. The cost of the arbitration will be allocated to the parties proportionate to the arbitrator's allocation of the discrepancy, and any payment will be made by the responsible party to the other within ten days after final resolution (whether by agreement or arbitration), together with interest on such amount within 30 days after from the end date due until payment at a rate of the quarter, and Xxxxx shall not owe CPEC a royalty payment for such period. The royalty payable by Xxxxx to CPEC during the Launch Year shall be equal to 4012% of the net result of (1) Net Sales and Other Collaborative Revenue less (2) cost of goods sold, third party royalties and distribution costs. Net Sales shall mean the total amount invoiced by Xxxxx or its affiliates or sublicensees, for sales of licensed product less commission, discounts, returns and return allowances, sales, use or value-added taxes, duties and other credits or allowances shown on the invoices; provided, however, Net Sales shall with respect to unaffiliated third parties include the sales amount to such unaffiliated third parties or agents (and not the value of resales by such third parties or agents) and royalties payable to third parties in connection with sales by unaffiliated third parties or agents shall be a deductible expense. Expenses shall be based on actual costs incurred and shall not include general administrative, corporate or affiliate overhead or reserves. Each party shall be responsible for its own taxes on income. The royalty payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate and shall be paid in U.S. dollars within 30 days after the end of the quarter. Taxes and other duties which are mandatorily payable by Intercardia/CPEC in the Federal Republic of Germany and which must be remitted by Xxxxx for Intercardia/CPEC's account and for which Xxxxx is legally liable shall be withheld and remitted by Xxxxx on behalf of Intercardia/CPEC. In such cases, Xxxxx shall send Intercardia/CPEC the receipts for such payments. All payments to Intercardia/CPEC shall be net of withholding taxes, if applicable. As long as legally permitted, value added tax shall not be invoiced as a separate item. Exhibit A illustrates the calculation of royalties payable to CPEC under this Agreementper year.

Royalty. Xxxxx shall Licensee agrees to pay to CPEC a royalty the Licensor at File PORTION OMITTED CONFIDENTIAL TREATMENT the sum Thirty Thousand Dollars ($30,000.00) per annum, payable in advance as minimum royalty, which shall be credited as payment on account of the actual royalties to be paid by Licensee to Licensor hereunder for the use amount of Material removed from the above-described Premises. Licensee agrees to pay to Licensor actual royalties for Material removed from the Premises at the rate of Thirty Dollars ($30.00) per ton. 3.1 After all the minimum royalty, payment for the term hereof has been credited against the actual royalties due and payable to Licensor hereunder, Licensee shall thereafter pay to Licensor, within twenty (20) days after the expiration of each and every calendar month during the period this agreement remains in effect, any and all additional, actual royalties due and payable to Licensor hereunder at the rates hereinabove provided for. 3.2 Licensee shall furnish to Licensor not later than the twentieth (20) day of each calendar month, during the period this agreement remains in effect, a statement in writing, in the form attached hereto as Exhibit "A," setting forth the weight or volume of Material removed from the Premises. The statement shall be accompanied by copies of sale receipts or weight certificates for all Material removed, together with a draft, payable to Licensor, for the proper amount of royalty due Licensor. If no Material is removed, a statement to that effect shall be furnished to Licensor. 3.3 Licensee shall keep a complete and true account and record of Material removed from the Premises. Licensee shall permit authorized representatives of Licensor to examine such accounts and records from time to time. 3.4 In the event Licensee exercises its option to extend the term of this License in accordance with the provisions of Section 2.1 hereof, Licensor may increase the minimum and actual royalties payable during the Extension Period as provided herein. Licensor may give Licensee notice of an intended revision in the minimum and actual royalties (the "Revision Notice") at any time after Licensor's receipt of Licence's notice of election to extend the Initial Term of this agreement. Licensor shall endeavor, but shall not be obligated, to deliver the Revision Notice at least thirty (30) days prior to the commencement of the license and trademarks Extension Term. Licensee shall give written notice of bucindolol in the Territory. The royalty for all periods subsequent to the end its acceptance or rejection of the Launch Year revised royalties within twenty (20) days of its receipt of the Revision Notice. If Licensee fails to give such written notice in a timely manner, Licensee shall be equal conclusively deemed to 40% of have accepted the net result of (1) Net Sales and other collaborative revenue (e.g., a payment by a sublicensee or revised royalties received from agents or from third parties ("Other Collaborative Revenue")) less (2) cost of goods sold, sales and marketing expenses (including costs for samples not previously deducted as an expense, mutually agreed upon sales force allocation, and other bucindolol related promotional and educational expenditures), post-launch clinical trials, third party royalties (including any royalty payable to BMS or Jago Pharma AG) and distribution costs (including freight, insurance and packaging material for shipment of bucindolol). If the royalty calculation, as set forth in the preceding sentenceRevision Notice. If Licensee gives timely written notice of its rejection of the proposed revised royalties, results in a negative amount Licensor and Licensee shall have thirty (30) days within which to attempt to agree on the revised royalties for any the Extension Term and the parties shall meet and confer as reasonably necessary. If the parties are able to agree on the revised royalties, the revised royalties shall take effect on the first (St.) day of the Extension Term, regardless of the date on which such agreement is reached. If the parties are unable to agree within said thirty (30) day period, then CPEC this License shall pay automatically terminate and neither party shall have any further rights or obligations hereunder except for obligations, of indemnity or otherwise, arising out of any act, omission, or event occurring prior to Xxxxx such amount within 30 days after the end termination of this License. In no event shall the quarter, and Xxxxx shall not owe CPEC a royalty payment for such period. The minimum royalty payable by Xxxxx to CPEC during for the Launch Year shall Extension Term be equal to 40% of less than the net result of (1) Net Sales and Other Collaborative Revenue less (2) cost of goods sold, third party royalties and distribution costs. Net Sales shall mean minimum royalty amount payable for the total amount invoiced by Xxxxx or its affiliates or sublicensees, for sales of licensed product less commission, discounts, returns and return allowances, sales, use or value-added taxes, duties and other credits or allowances shown on the invoices; provided, however, Net Sales shall with respect to unaffiliated third parties include the sales amount to such unaffiliated third parties or agents (and not the value of resales by such third parties or agents) and royalties payable to third parties in connection with sales by unaffiliated third parties or agents shall be a deductible expense. Expenses shall be based on actual costs incurred and shall not include general administrative, corporate or affiliate overhead or reserves. Each party shall be responsible for its own taxes on income. The royalty payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate and shall be paid in U.S. dollars within 30 days after the end of the quarter. Taxes and other duties which are mandatorily payable by Intercardia/CPEC in the Federal Republic of Germany and which must be remitted by Xxxxx for Intercardia/CPEC's account and for which Xxxxx is legally liable shall be withheld and remitted by Xxxxx on behalf of Intercardia/CPEC. In such cases, Xxxxx shall send Intercardia/CPEC the receipts for such payments. All payments to Intercardia/CPEC shall be net of withholding taxes, if applicable. As long as legally permitted, value added tax shall not be invoiced as a separate item. Exhibit A illustrates the calculation of royalties payable to CPEC under this AgreementInitial Term.

Royalty. Xxxxx (i) Buyer shall pay to CPEC Takara U.S. a royalty for the use Royalty Rate * * * * * * * * * * of the license and trademarks “Invoice Price” of bucindolol in the TerritoryProducts, regardless of whether Buyer purchases the Products from Seller or manufactures the Products. The royalty for all periods subsequent to the end of the Launch Year specific Royalty Rate on a specific Product shall be equal to 40% of the net result of (1) Net Sales and other collaborative revenue (e.g., a payment by a sublicensee or royalties received from agents or from third parties ("Other Collaborative Revenue")) less (2) cost of goods sold, sales and marketing expenses (including costs for samples not previously deducted as an expense, mutually agreed upon sales force allocationby the parties depending upon the profit level of Buyer and shall be listed on the Schedules. However, and other bucindolol related promotional and educational expenditures), post-launch clinical trials, any Product manufactured by or for Buyer in Hong Kong or an Asian country by Buyer or a third party for Buyer shall be subject to a Royalty rate of * * * * *. The definition “Invoice Price” shall be Buyer’s Invoice Price minus * * * * * to cover any and all deductions and allowances. There shall be no additional deduction from royalties owed Takara U.S. for uncollectible accounts, fees, impositions, payments or expenses of any kind. Withholding taxes may be deducted from said royalties, if required, but only to the extent that Buyer shall provide to Takara U.S. a valid original U.S. government tax receipt showing the amount of such taxes withheld. All royalties due to Takara U.S. shall accrue upon the sale of the PRODUCTS regardless of the time of collection by Xxxxx. For purposes of this Agreement, the PRODUCTS shall be considered “sold” upon the date when it is billed or invoiced, shipped or paid for, whichever occurs first. (including any ii) Buyer shall pay a minimum royalty payable of * * * * * * * * * * annually to BMS maintain the exclusiveness of its right to the PRODUCTS listed on the Schedules. If Buyer fails to pay the minimum royalty, Takara U.S. shall have the option of cancelling the Agreement in its entirety or Jago Pharma AG) and distribution costs (including freight, insurance and packaging material for shipment of bucindolol)converting the Agreement into a nonexclusive right to sell the PRODUCTS. If the royalty calculationAgreement is cancelled, as set forth Buyer shall have the right to sell any PRODUCTS in its possession, subject to the payment of royalties and the terms of this Agreement for a period of Six (6) Months. Upon cancellation, Buyer shall assist in transferring all rights acquired by Buyer to the PRODUCTS including, but not limited to, copyrights, trademarks, and licenses to Buyer upon Seller’s written request. Buyer shall further refrain from selling the same type of PRODUCTS anywhere in the preceding sentence, results in a negative amount for any period, then CPEC shall pay to Xxxxx such amount within 30 days after the end of the quarter, and Xxxxx shall not owe CPEC a royalty payment for such period. The royalty payable by Xxxxx to CPEC during the Launch Year shall be equal to 40% of the net result of (1) Net Sales and Other Collaborative Revenue less (2) cost of goods sold, third party royalties and distribution costs. Net Sales shall mean the total amount invoiced by Xxxxx or its affiliates or sublicensees, for sales of licensed product less commission, discounts, returns and return allowances, sales, use or value-added taxes, duties and other credits or allowances shown on the invoices; provided, however, Net Sales shall with respect to unaffiliated third parties include the sales amount to such unaffiliated third parties or agents (and not the value of resales by such third parties or agents) and royalties payable to third parties in connection with sales by unaffiliated third parties or agents shall be a deductible expense. Expenses shall be based on actual costs incurred and shall not include general administrative, corporate or affiliate overhead or reserves. Each party shall be responsible for its own taxes on income. The royalty payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate and shall be paid in U.S. dollars within 30 days after the end of the quarter. Taxes and other duties which are mandatorily payable by Intercardia/CPEC in the Federal Republic of Germany and which must be remitted by Xxxxx for Intercardia/CPEC's account and for which Xxxxx is legally liable shall be withheld and remitted by Xxxxx on behalf of Intercardia/CPEC. In such cases, Xxxxx shall send Intercardia/CPEC the receipts for such payments. All payments to Intercardia/CPEC shall be net of withholding taxes, if applicable. As long as legally permitted, value added tax shall not be invoiced as a separate item. Exhibit A illustrates the calculation of royalties payable to CPEC under this Agreementworld.

Royalty. Xxxxx shall pay (a) The consideration (the “License Fee”) to CPEC a royalty be paid to Licensor by Licensee for the use of the license and trademarks of bucindolol in the Territory. The royalty for all periods subsequent to the end of the Launch Year License shall be equal to 40% of Eleven Million Dollars ($11,000,000.00) in the net result of (1) Net Sales and other collaborative revenue (e.g., a payment by a sublicensee or royalties received from agents or from third parties ("Other Collaborative Revenue")) less (2) cost of goods sold, sales and marketing expenses (including costs for samples not previously deducted as an expense, mutually agreed upon sales force allocationaggregate, and other bucindolol related promotional and educational expenditures), post-launch clinical trials, third party royalties (including any royalty payable to BMS or Jago Pharma AG) and distribution costs (including freight, insurance and packaging material for shipment of bucindolol). If the royalty calculation, shall be paid as set forth in the preceding sentencethis Section 2.5. Particularly, results in a negative amount for any period, then CPEC Licensee shall pay to Xxxxx such amount within 30 days after a sum certain (the end “Royalty Amount”) upon being sent a quarterly invoice by MEAS (the “Royalty Invoice”) in each quarter of the calendar years 2013, 2014, 2015, 2016, 2017, 2018 and 2019 (the “Royalty Years”) as more specifically set forth in this Section 2.5(a). MEAS shall issue the Royalty Invoice for a particular quarter on the first Business Day of the quarter, and Xxxxx Licensee shall not owe CPEC a royalty payment for such periodpay the Royalty Amount specified in the particular Royalty Invoice within thirty (30) days of the invoice date. The royalty payable by Xxxxx to CPEC during the Launch Year payments shall be equal to 40% invoiced and made as follows: (i) in each quarter of the net result 2013 and 2014 Royalty Years, Licensee shall pay to Licensor $250,000.00, (ii) in each quarter of the 2015 and 2016 Royalty Years, Licensee shall pay to Licensor $375,000.00, (1iii) Net Sales in each quarter of the 2017, 2018 and Other Collaborative Revenue less 2019 Royalty Years, Licensee shall pay to Licensor $500,000.00. (2b) cost Licensee shall pay each Royalty Amount by wire transfer to Licensor’s designated bank account. (c) The exclusivity granted in Section 2.6 shall be subject to payment of goods soldthe Royalty Amounts as set forth above. If Licensee does not pay any specified Royalty Amount when and as due, third party royalties MEAS shall promptly inform Licensee of the failure to remit payment, and distribution costsLicensee shall have ten (10) days within which to remit payment. Net Sales If Licensee fails to remit payment within ten (10) days of being notified by MEAS, the License granted herein shall mean thereafter automatically and irreversibly convert to a non-exclusive license for the total remainder of the Term. (d) If Licensee should seek to terminate this Agreement for any reason (including any alleged default or material breach by Licensor) prior to the full amount invoiced by Xxxxx or its affiliates or sublicenseesof the License Fee being paid to Licensor, for sales the entire unpaid portion of licensed product less commission, discounts, returns the aggregate License Fee will remain due and return allowances, sales, use or value-added taxes, duties and other credits or allowances shown on the invoices; provided, however, Net Sales shall with respect to unaffiliated third parties include the sales amount to such unaffiliated third parties or agents (and not the value of resales by such third parties or agents) and royalties payable to third parties in connection with sales by unaffiliated third parties or agents shall be a deductible expense. Expenses shall be based on actual costs incurred and shall not include general administrative, corporate or affiliate overhead or reserves. Each party shall be responsible for its own taxes on income. The royalty payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate and shall be paid in U.S. dollars within 30 days after Licensor per the end of the quarter. Taxes and other duties which are mandatorily payable by Intercardia/CPEC in the Federal Republic of Germany and which must be remitted by Xxxxx for Intercardia/CPEC's account and for which Xxxxx is legally liable shall be withheld and remitted by Xxxxx on behalf of Intercardia/CPEC. In such cases, Xxxxx shall send Intercardia/CPEC the receipts for such payments. All payments to Intercardia/CPEC shall be net of withholding taxes, if applicable. As long as legally permitted, value added tax shall not be invoiced as a separate item. Exhibit A illustrates the calculation of royalties payable to CPEC under this Agreementschedule.

Royalty. Xxxxx 11.1 Licensee shall pay to CPEC Licensor a royalty for the use based on Licensee's sales of the license Licensed Products to all Non-Licensor Channels (Combined U.S. and trademarks of bucindolol non-U.S.). The sales to which the royalty rates will be applied, except for sales to Licensee Special Accounts, shall be based on Wholesale Price, and no reduction in the Territory. The royalty for all periods subsequent to the end of the Launch Year shall be equal allowed for discounts given off Wholesale Price. With respect to 40% of sales to Licensee Special Accounts, the net result of (1) Net Sales and other collaborative revenue (e.g., a payment by a sublicensee or royalties received from agents or from third parties ("Other Collaborative Revenue")) less (2) cost of goods sold, sales and marketing expenses (including costs for samples not previously deducted as an expense, mutually agreed upon sales force allocation, and other bucindolol related promotional and educational expenditures), post-launch clinical trials, third party royalties (including any royalty payable to BMS or Jago Pharma AG) and distribution costs (including freight, insurance and packaging material for shipment of bucindolol). If which the royalty calculation, as set forth in the preceding sentence, results in a negative amount for any period, then CPEC shall pay to Xxxxx such amount within 30 days after the end of the quarter, and Xxxxx shall not owe CPEC a royalty payment for such period. The royalty payable by Xxxxx to CPEC during the Launch Year shall rates will be equal to 40% of the net result of (1) Net Sales and Other Collaborative Revenue less (2) cost of goods sold, third party royalties and distribution costs. Net Sales shall mean the total amount invoiced by Xxxxx or its affiliates or sublicensees, for sales of licensed product less commission, discounts, returns and return allowances, sales, use or value-added taxes, duties and other credits or allowances shown on the invoices; provided, however, Net Sales shall with respect to unaffiliated third parties include the sales amount to such unaffiliated third parties or agents (and not the value of resales by such third parties or agents) and royalties payable to third parties in connection with sales by unaffiliated third parties or agents shall be a deductible expense. Expenses applied shall be based on actual costs incurred invoice price net of all taxes, duties, freight, insurance and shall not include general administrativecredits for returns actually made, corporate or affiliate overhead or reserves. Each party but no deduction shall be responsible made for its own taxes on income. The discounts for cash or * (CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 Act.) * With respect to all sales to Licensee Special Accounts, Licensee shall pay, in addition to the base royalty, * . 11.2 Starting in Contract Year 3 and continuing throughout the term of this Agreement, once Licensee's actual sales of the Licensed Products to Non-Licensor Channels in a particular Contract Year reach the established target sales figure for that Contract Year as set forth in Paragraph 10.1 above under the heading * , a royalty payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate and of * shall be paid applied to all sales in U.S. dollars within 30 days after that Contract Year over and above the end established target sales figure, and Licensee shall make its royalty payments on such sales in such year to Licensor based upon that * royalty rate, except that with respect to all such sales to Licensee Special Accounts, royalties shall be calculated as described in Schedule 4 attached hereto, and Licensee shall make its royalty payments on such sales in such year to Licensor based on such calculations. Starting in Contract Year 6 and continuing throughout the term of this Agreement, once Licensee's actual sales of the quarter. Taxes and other duties which are mandatorily payable by Intercardia/CPEC Licensed Products to Non-Licensor Channels in a particular Contract Year reach the Federal Republic established "super" target sales figure for that Contract Year as set forth in Paragraph 10.1 above under the heading * * , a royalty rate of Germany and which must be remitted by Xxxxx for Intercardia/CPEC's account and for which Xxxxx is legally liable * shall be withheld applied to all sales in that Contract Year over and remitted by Xxxxx above the established "super" target sales figure, and Licensee shall make its royalty payments on behalf of Intercardia/CPEC. In such cases, Xxxxx shall send Intercardia/CPEC the receipts for such payments. All payments to Intercardia/CPEC shall be net of withholding taxes, if applicable. As long as legally permitted, value added tax shall not be invoiced as a separate item. Exhibit A illustrates the calculation of royalties payable to CPEC under this Agreement* (CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24B-2 OF THE 1934 ACT.)

Royalty. Xxxxx 11.1 Licensee shall pay to CPEC Licensor a royalty for the use based on Licensee's sales of the license and trademarks of bucindolol in the TerritoryLicensed Products to all Non-Licensor Channels. The sales to which the royalty rates will be applied (except for all periods subsequent sales to the end Non-Licensor Channels (non-US), wholesale distributors and Licensee-Affiliated Retailers (as defined below)) shall be based on Wholesale Price as in effect when such sales are made. No reduction of the Launch Year royalty shall be equal to 40% of the net result of allowed for discounts given off Wholesale Price, except that (1) Net Sales for sales to distributors, duty-free and other collaborative revenue (e.g.liquidation accounts, a payment by a sublicensee or royalties received from agents or from third parties ("Other Collaborative Revenue")) the royalty shall be based on Wholesale Price less any discounts given to such accounts up to but not exceeding [***] of Licensee's U.S. suggested retail price for the Licensed Products, and (2) cost for sales to all other Non-Licensor Channels, the royalty shall be based on Wholesale Price less any discounts given to such accounts up to but not exceeding [***] of goods soldLicensee's U.S. suggested retail price for the Licensed Products. So by way of illustration, if the U.S. suggested retail price of a Licensed Product is $200 which would equate to a Wholesale Price [***], then the royalty on sales of such Licensed Product to distributors, duty-free and marketing expenses liquidation accounts (including costs except for samples not previously deducted as an expense, mutually agreed upon sales force allocation, and other bucindolol related promotional and educational expendituresto Non-Licensor Channels (non-US), postwholesale distributors and Licensee-launch clinical trials, third party royalties (including any royalty payable to BMS or Jago Pharma AGAffiliated Retailers) shall be calculated on the Wholesale Price less applicable discounts not exceeding [***] and distribution costs (including freight, insurance and packaging material for shipment of bucindolol). If the royalty calculationon sales of such Licensed Product to all other Non-Licensor Channels (except for sales to Non-Licensor Channels (non-US), as set forth in the preceding sentence, results in a negative amount for any period, then CPEC shall pay to Xxxxx such amount within 30 days after the end of the quarter, wholesale distributors and Xxxxx shall not owe CPEC a royalty payment for such period. The royalty payable by Xxxxx to CPEC during the Launch Year Licensee-Affiliated Retailers) shall be equal to 40% of the net result of (1) Net Sales and Other Collaborative Revenue less (2) cost of goods sold, third party royalties and distribution costs. Net Sales shall mean the total amount invoiced by Xxxxx or its affiliates or sublicensees, for sales of licensed product less commission, discounts, returns and return allowances, sales, use or value-added taxes, duties and other credits or allowances shown calculated on the invoices; provided, however, Net Sales shall with Wholesale Price less applicable discounts not exceeding [***]. 11.2 With respect to unaffiliated third parties include Licensee's sales to Non-Licensor Channels (non-U.S.) wholesale distributors and Licensee-Affiliated Retailers, the sales amount to such unaffiliated third parties or agents (and not which the value of resales by such third parties or agents) and royalties payable to third parties in connection with sales by unaffiliated third parties or agents shall royalty rates will be a deductible expense. Expenses applied shall be based on actual costs incurred invoice price net of all taxes, duties, freight, insurance and shall not include general administrativecredits for returns actually made, corporate or affiliate overhead or reserves. Each party but no deduction shall be responsible made for its own taxes on incomediscounts for cash or prompt payment or for uncollectable accounts. The In the case of sales to any wholesale distributor controlled by Licensee and in the case of sales to Licensee­ Affiliated Retailers, "actual invoice price" in the previous sentence means the actual invoice price for such Licensed Products when first sold by any such wholesale distributor to any entity not controlled by Licensee or by any Licensee-Affiliated Retailer at retail. 11.3 Subject to Sections 11.1 and 11.2, for Contract Years 2016 through 2020, the base royalty rate applied to Licensee's sales shall be as follows: Up to[***] [***] [***] [***] [***] [***] More than[***] [***] So for example, if Licensee's sales of Licensed Products to Non-Licensor Channels in a given Contract Year are $60 million (determined for purposes of calculating the royalty in accordance with Paragraphs 11.1 and 11.2 hereof) then Licensee would pay a royalty of [***] 11.4 Licensee shall be permitted to sell to Licensee-Affiliated Retailers, provided that: no more than [***] sales of Licensed Products at any full price Licensee-Affiliated Retailer location in any Contract Year shall consist of"retail close-out" products (defined for this purpose as Licensed Products sold at less than [***] the Suggested Retail Price for such Licensed Products). ln the event that any such Licensee-Affiliated Retailer location exceeds such maximum, then the royalty rate due and payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate and Licensor by Licensee for such Licensed Products shall be equal to three (3) times the normal royalty rate for non-closeout products, which royalty amount shall be in lieu of all other royalties that would otherwise be due on such Licensed Products; and 11.5 If during a particular Contract Year Licensee's actual sales never reach the established minimum sales figure for that Contract Year as set forth in Paragraph 10. l above under the heading Minimum Non-Licensor Channel Sales (Combined U.S. and non­ U.S.), Licensee shall pay to Licensor, within ninety (90) days following the conclusion of the Contract Year, an additional sum equal to the difference between the royalties actually paid in U.S. dollars within 30 by Licensee that Contract Year and the royalties that would have been paid by Licensee that Contract Year had Licensee's sales of the Licensed Products to Non-Licensor Channels been equal to the established minimum sales figure. 11.6 Licensee shall make its royalty payments to Licensor on a quarterly basis, together with a statement setting forth the quarterly sales of the Licensed Products to Non-Licensor Channels and by Licensee-Affiliated Retailers, said payments and statements being due no later than thirty (30) days after following the end of the each Contract Year quarter. Taxes and other duties which are mandatorily payable by Intercardia/CPEC in the Federal Republic of Germany and which must be remitted by Xxxxx for Intercardia/CPEC's account and for which Xxxxx is legally liable All royalty payments shall be withheld and remitted by Xxxxx on behalf of Intercardia/CPECmade in U.S. Dollars. In such cases, Xxxxx shall send Intercardia/CPEC the receipts for such payments. All payments to Intercardia/CPEC shall be net of withholding taxes, if applicable. As long as legally permitted, value added tax Licensee shall not be invoiced as a separate item. Exhibit A illustrates the calculation pay royalties on its sale of royalties payable Licensed Products to CPEC under this AgreementLicensor Channels.