Common use of Royalty Clause in Contracts

Royalty. LICENSEE shall pay MSK a [****] royalty on cumulative Net Sales up to [****] percent [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****] percent [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE shall pay MSK a [****] royalty on cumulative Net Sales up to [****] percent ], [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] and [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term.] (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****] percent [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] ], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) If LICENSEE develops Other Products, the royalty rates above due for such Other Products shall be reduced by [****], provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iv) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (ivv) Annual minimum royally royalty payments, due at each anniversary of the Effective Date, starting five ten (510) years after the Effective Date, in the amount of eighty fourty thousand dollars ($80,00040,000) per Royalty Year, and sixty thousand dollars ($60,000) once a patent within the Licensed Rights has issued. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (vvi) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] ], respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE shall pay MSK a [****] royalty In partial consideration for the license and rights granted to Aura under this Agreement, Aura shall, on cumulative Net Sales up to [****] percent [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country basis, if during the Patent Rights expire prior Term pay LI-COR the following royalty (“Royalty”) on Net Sales. The Royalties due shall be calculated on an incremental basis and paid annually. [***]. [***] [ ***]% [***] [ ***]% [***] [ ***]% [***] [ ***]% (a) If the Royalty due for any calendar quarter is less than the Minimum Royalty applicable for such calendar quarter and the total amount of Royalty paid for each of the calendar quarters in the same calendar year as such calendar quarter is less than the total Minimum Royalty due in the aggregate for such calendar quarters, Aura shall pay LI-COR the Royalty plus the difference between the Minimum Royalty and the Royalty for such calendar quarter, to be trued up at the end of each calendar year. (b) All such payments must be made quarterly, in accordance with Section 4.1 (b) and this Article 3. In order to ensure LI-COR the full royalty payments contemplated hereunder, Aura agrees that in the event any Licensed Product is sold to an Affiliate or a Sublicensee or to a corporation, firm, or association with which Aura has any agreement, understanding, or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances), the royalties to be paid hereunder for such Licensed Product will be based upon the greater of (x) the net selling price (per Net Sales) at which the purchaser of the Licensed Product resells such product to the end user; (y) the fair market value of the Royalty TermLicensed Product; or (z) the net selling price (per Net Sales) of Licensed Product paid by the purchaser. (c) In the event that, or if it on a country-by-country basis, the Licensed Product is not covered by a Valid Claim in a country and there is a Generic Product in such country, then the royalty rates above Royalty on Net Sales of Licensed Product in such country due to MSK after expiration of the Patent Rights LI-COR shall be reduced by [****] percent ]% for the remainder of the Term. (d) In the event that Aura receives a communication from a Third Party alleging infringement of or notification of such Third Party’s patent rights as they relate to the research, development, manufacture, or use of IRDye 700DX, Aura shall notify LI-COR of such communication, and Aura shall take into consideration LI-COR’s comments regarding such communication. In the event that Aura is required to pay Third Party Royalties in order to license rights to the IRDye 700DX, then Aura may deduct [***]of the Third Party Royalties paid by Aura in such calendar quarter from the Royalty due to LI-COR for such calendar quarter, provided that in no event shall the Royalty due to LI- COR be reduced by more than [***]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE (a) In consideration of the licenses granted by Jazz Pharmaceuticals hereunder, UCB shall pay MSK a [****] royalty on cumulative Net Sales up to [****] percent [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term.Jazz Pharmaceuticals quarterly royalties as follows: (i) On on each Product [ * ] in the Territory, [ * ]% of Net Sales of that Product by UCB and its Subdistributors in the Territory; and (ii) on each Product [ * ] in the Territory: (A) [ * ]% of Net Sales of such Products less than $[ * ] Dollars by UCB and its Subdistributors in the Territory in each Contract Year; (B) [ * ]% of Net Sales of such Products between $[ * ] Dollars and $[ * ] Dollars by UCB and its Subdistributors in the Territory in each Contract Year; and (C) [ * ]% of Net Sales of such Products equal to or greater than $[ * ] Dollars by UCB and its Subdistributors in the Territory in each Contract Year. (b) Notwithstanding the milestone payments set out in Section 4.3(a) above, in the event that (i) the Product is sold for the Fibromyalgia Licensed Indication by UCB using the same Trademark for the Product as for the Narcolepsy Licensed Indication in the Territory or (ii) there is sales leakage in the Territory between the Products covered by a Narcolepsy Trademark and the Products covered by an Other Licensed Trademark such that a Product is sold for a Licensed Indication not approved by the applicable Regulatory Authorities, UCB shall pay Jazz Pharmaceuticals the following quarterly royalties, in place of the quarterly royalties set out in Section 4.3(a), beginning with the quarter in which such First Commercial Sale of Product for the Fibromyalgia Indication occurs: (i) [ * ]% of Net Sales of the Product(s) less than $[ * ] Dollars by UCB and its Subdistributors in the Territory in each Contract Year; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKET BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (ii) [ * ]% of Net Sales of the Product(s) between $[ * ] Dollars and $[ * ] by UCB and its Subdistributors in the Territory in each Contract Year; and (iii) [ * ]% of Net Sales of the Product(s) equal to or greater than $[ * ] Dollars by UCB and its Subdistributors in the Territory in each Contract Year. (c) The royalty rates set forth above shall be reduced [ * ]% as of the date when UCB ceases to have the exclusive right in [ * ], enforceable against Third Parties, to promote, market and sell the Product in at least one Licensed Indication because of the expiration or termination in the Territory of Patent Rights and/or regulatory exclusivity based on that Product’s Orphan Drug Designation in the Territory. The royalty rate shall be further reduced [ * ]% for a Product covered by a Trademark on a country-by-country basis, if following the Patent Rights expire prior first calendar quarter in which the commercial sale in such country of [ * ], approved for a Licensed Indication by the applicable Regulatory Authorities, occurs in such country in the Territory. (d) If (i) Jazz Pharmaceuticals licenses a product containing the API in the Territory to a Third Party for one or more Indications other than the end Licensed Indications pursuant to Section 2.3(b), and (ii) such product containing the API licensed in the Territory to such Third Party by Jazz Pharmaceuticals is being used [ * ] and [ * ] percent ([ * ]%) of UCB’s sales of the Royalty TermProduct in a country in the Territory, or if it is not covered by and (iii) UCB can demonstrate that [ * ] result in a Valid Claim [ * ] in such countrycountries in the Territory and/or a [ * ] in any countries in the Territory, then [ * ], the royalty rates above due to MSK after expiration of rate in such affected countries in the Patent Rights Territory for the Product covered by such Licensed Indication shall be reduced by [****[ * ] percent [****([ * ]%), in such affected countries, to appropriately compensate UCB for such [ * ]. As part of its demonstration of such [ * ], UCB shall obtain at its expense, and furnish to Jazz Pharmaceuticals, a report compiled by a recognized market research company having substantial expertise in the pharmaceutical industry, which sets forth both the [ * ] or sets forth other relevant information demonstrating that [ * ]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE shall pay MSK a to UNIVERSITY the following running royalties (“UNIVERSITY ROYALTIES”), to be paid within sixty (60) calendar days after the end of the calendar quarter in which NET SALES accumulated, subject, if appropriate, to the adjustment described below in this Article 5.1(d): (i) four percent (4%) of cumulative NET SALES of less than [****] royalty on Dollars ($[****]); and (ii) two percent (2%) of cumulative Net Sales up to NET SALES greater than [****] percent Dollars ($[****]). CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basisINDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectivelyTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****] percent [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple or cumulative royalties shall be payable because any Licensed Product LICENSED PRODUCT or Licensed Serviceany service utilizing LICENSED PROCESS, its manufacture, use, lease, lease or sale or provision is are or shall be covered by more than one patent application or patent of the Licensed Rights granted under PATENT RIGHTS. If in any given year LICENSEE has additional third party royalties due on any LICENSED PRODUCT and/or any service utilizing LICENSED PROCESSES in the LICENSED FIELD, the UNIVERSITY ROYALTIES described in this Agreement. Notwithstanding Article 5.1(d) shall be decreased by the reductions and deductions providedamount of such third party royalties, but in no event shall the royalty rate on tiered Net Sales UNIVERSITY ROYALTIES payable in any given year be less decreased by more than [****] respectivelypercent ([****]%). Royalties For clarity, and in accordance with the definition of NET SALES, LICENSEE shall be payable twice each year, once for each Contract Half-Yearpay UNIVERSITY royalties on NET SALES of LICENSED PRODUCTS of any sublicensee of LICENSEE from sales of LICENSED PRODUCTS or any service utilizing a LICENSED PROCESS by such sublicensee.

Royalty. LICENSEE In addition to the Base Supply Price, RELIANT shall pay MSK to PRONOVA for the supply of the API (including any API supplied by a Third Party Manufacturer under [****] ]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty on cumulative Net Sales up to fee. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunder, [****] percent until midnight of the day of expiration of the last to expire of the Patents; and (ii) [****] The royalty fees for each Additional Product, based on cumulative the Net Sales of Licensed Products or Licensed Services for each such Additional Product, are set out in excess of Schedule 7.2. The royalty fees for each Additional Product shall be based [****] in respect of the license of Patents applicable thereto and [****] on cumulative Net Sales in respect of Licensed the license of Product Know-How applicable thereto. The royalty fee for Products or Licensed Services of over [****] and Additional Products shall be payable to PRONOVA on a Licensed Productsemi-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country annual basis, if so that the Patent Rights expire prior to fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the Royalty Termfee for the last six (6) months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, or if it is not covered by a Valid Claim in such countryan external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the royalty rates above due Net Sales. PRONOVA shall have the right to MSK after expiration appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of the Patent Rights shall be reduced by [****] percent [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties account of RELIANT in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, determine whether Reliant has properly reported and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against accounted for any royalty payments that are due to MSK PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the same Contract Half-Year. (iv) Annual minimum royally payments, term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due at each anniversary of the Effective Date, starting five (5) years after the Effective DatePRONOVA, in the amount aggregate, exceeds the greater of eighty thousand dollars ($80,000a) per Royalty Year. The minimum royalty payments USD 50,000 and (b) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) borne by RELIANT, and may be carried forward until such credit is fully applied. (v) No multiple royalties PRONOVA shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of entitled to perform audits twice during the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each next succeeding calendar year, once for each Contract Half-Year.

Royalty. In partial consideration for the grant of licenses in this Agreement to LICENSEE and during the term of this Agreement, LICENSEE agrees to pay the following as running royalties, which shall pay MSK a [****] royalty on cumulative Net Sales up to [****] percent [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services not be returnable in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e.any event, to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On LICENSOR on a country-by-country basis: (i) If LICENSEE does have to conduct Clinical Trials to obtain FDA approval of the first LICENSEE-sponsored NDA for Licensed Product, if the Patent Rights expire prior then LICENSEE shall pay to LICENSOR within forty-five (45) days of the end of each Calendar Quarter in an amount equal to twenty-five percent (25%) of: (a) any non-recurring sublicense fees (including, but not limited to, signing, up-front, and lump-sum fees) and annual license maintenance fees, if any, received from any Affiliate or Third Party for the Royalty Termright to practice the Licensed Process(es) or make, use, sell, or if it is not covered import Licensed Product(s); and (b) all royalties received by a Valid Claim in such country, LICENSEE from the royalty rates above due to MSK after expiration sale of the Patent Rights shall be reduced Licensed Product(s) by [****] percent [****]any sublicensed Third Party. (ii) If LICENSEE does not have to conduct any Clinical Trials prior to FDA approval of the first LICENSEE-sponsored NDA for Licensed Product, then LICENSEE shall pay to LICENSOR within forty-five (45) days of the end of each Calendar Quarter in an amount equal to thirty-three percent (33%) of: (a) any non-recurring sublicense fees (including, but not limited to, signing, up-front, and lump-sum fees) and annual license maintenance fees, if any, received from any Affiliate or Third Party for the right to practice the Licensed Products Process(es) or make, use, sell, or import Licensed Services are not Product(s); and were never covered (b) all royalties received by a Valid Claim, LICENSEE from the royalty rates above due for such sale of Licensed Products or Licensed Services shall be reduced Product(s) by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above.any sublicensed Third Party, (iii) In If LICENSEE does have to conduct Clinical Trials to obtain FDA approval of the event that first LICENSEE-sponsored NDA for Licensed Product, then LICENSEE shall pay LICENSOR within forty-five (45) days from the end of each Calendar Quarter six percent (6%) of all Net Sales of Licensed Products by LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Yearsublicensed Affiliate. (iv) Annual minimum royally payments, due at each anniversary If LICENSEE does not have to conduct any Clinical Trials prior to FDA approval of the Effective Datefirst LICENSEE-sponsored NDA for Licensed Product, starting then LICENSEE shall pay LICENSOR within forty-five (545) years after days from the Effective Date, in the amount end of eighty thousand dollars each Calendar Quarter eight percent ($80,0008%) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully appliedof all Net Sales of Licensed Products by LICENSEE or a sublicensed Affiliate. (v) The royalty rates in (i), (ii), (iii) and (iv) above shall be reduced by fifty percent (50%) in any country where a competitor is selling any oral formulation of the Licensed Product(s) for any indication. (vi) No multiple royalties royalty shall accrue on sales among LICENSEE, its sublicensed Affiliates or sublicensed Third Parties. Royalties shall only accrue on sales by LICENSEE, its sublicensed Affiliates or sublicensed Third Parties to parties other than LICENSEE, its sublicensed Affiliates or sublicensed Third Parties and shall be payable because only once for any given unit of Licensed Product sold. (vii) To the extent that LICENSEE or Licensed Serviceany Affiliate of LICENSEE is required, its manufactureby order or judgment of any court, useto obtain in any country any license from a Third Party in order to practice the rights purported to be granted hereunder to LICENSEE by LICENSOR under the Third Party’s issued patents in such country, lease, sale or provision is or shall be covered by more than one then fifty percent (50%) of the Licensed Rights granted royalties payable under this Agreement. Notwithstanding the reductions and deductions providedsuch license in such jurisdiction may be deducted from royalties otherwise payable to LICENSOR hereunder, provided that in no event shall the royalty rate on tiered Net Sales aggregate royalties payable to LICENSOR in any Calendar Quarter in such country be less reduced by more than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Yearfifty per cent (50%) as a result of any such deduction.

Royalty. LICENSEE shall pay MSK a [****] royalty on cumulative Net Sales up to [****] percent [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior In addition to the end Section 4A license fee, Licensee agrees to pay to XXXX as "earned royalties" a royalty calculated as a percentage of the Royalty Term, or if it Selling Price of Research Products in accordance with the terms and conditions of this Agreement. The royalty is not covered by deemed earned as of thirty (30) days after the date Licensee invoices the customer for the Selling Price. The royalty shall remain fixed while this Agreement is in effect at a Valid Claim in such country, the royalty rates above due to MSK after expiration rate of four percent (4%) of the Patent Rights shall be reduced by [****] percent [****]Selling Price of Research Products. (ii) If Licensee also agrees to pay to XXXX as "earned royalties" a royalty calculated as a percentage of the Licensed Products or Licensed Selling Price of Services are not in accordance with the terms and were never covered by conditions of this Agreement. The royalty is deemed earned as of thirty (30) days after the date Licensee invoices the customer for the Selling Price. The royalty shall remain fixed while this Agreement is in effect at a Valid Claim, rate of four percent (4 %) of the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately aboveSelling Price of Services. (iii) In the event that LICENSEE or Sublicensees are legally If Licensee is required to obtain any additional licenses from make payments to an unaffiliated third party for a license or similar right to such third party's patents, in the absence of which right or license Licensee could not legally make, use or sell Research Products or Services, then the royalty payable under this Section 4B shall be reduced by one or more half of royalties payable to such third parties in order on that Research Product or Service; provided, however, that the adjusted royalty rate to make, have made, use, lease, offer XXXX will be no less than fifty percent (50%) of the applicable royalty rate payable to sell, sell and/or import Licensed XXXX under this Agreement for such Research Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally paymentsIn the event that the sale, due at each anniversary lease, or other transfer by Licensee of Research Products or Services under this Agreement also requires payment to XXXX of royalties under any other agreement between XXXX and Licensee, the Effective Datecumulative earned royalties owed to XXXX for that Research Product or Service under all such agreements shall not exceed the single highest royalty as set forth in those agreements. Licensee shall pay to XXXX royalties under all such agreements individually and on a pro rata basis. (For example, starting five if Licensee owes to XXXX a two percent (52%) years after earned royalty under this Agreement and a three percent (3%) earned royalty under a separate agreement, the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments cumulative royalties owed to XXXX shall be nonrefundable there percent (3%), but fully creditable against shall be paid proportionately under each agreement in payments of 2/5 of three percent (3%) under this Agreement and 3/5 of three percent (3%) on the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully appliedother.) (v) No multiple For avoidance of doubt, with respect to payment of earned royalties shall be payable because any Licensed Product or Licensed Serviceby Licensee: (a) If Licensee renders Services to a customer applicable to such customer's own molecules, its manufacture, use, lease, Licensee will pay royalties on the Selling Price of Services invoiced for the sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding Services, but Licensee shall not owe royalties for any sales by the reductions customer of such customer's molecules by reason of such Services. (b) If Licensee sells Research Products to a customer, and deductions providedthe customer uses the Research Product in connection with the customer owned molecules, in no event Licensee will pay royalties on Selling Price of Research Products invoiced for the sale of the Research Product, but Licensee shall not owe royalties for any sales by the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Yearcustomer of such customer's molecules by reason of such use of such Research Product.

Royalty. LICENSEE shall In addition to the consideration specified in Section 1.5A, Z-KAT agrees to pay MSK to CCF as “earned royalties” a royalty calculated as follows on the sale of Products by Z-KAT or an authorized sublicense (except for sublicencees licensed pursuant to Section 1.11.D.) that (1) come within the scope of any unexpired and enforceable Licensed Patent, (2) are made by a process coming within the scope of any unexpired and enforceable Licensed Patent, or (3) [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. but for the licenses granted herein, would constitute indirect or contributory infringement of any unexpired and enforceable Licensed Patent. Z-KAT Product Royalty Rate Kits [***] royalty on cumulative Net Sales up to dollars (US$[***]) per kits or [***] percent ([****] royalty on cumulative Net Sales ]%) of Licensed revenue per kit received by Z-KAT, whichever is greater Products or Licensed Services in excess of other than Kits [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****] percent ([****]. (ii%) If of Net Selling Price, or as mutually agreed in writing by the Licensed Products parties The royalty is deemed earned as of the earlier of the date the Product is actually sold, leased or Licensed Services are not and were never covered otherwise transferred, the date an invoice is sent by Z-KAT, or by a Valid Claimsublicensee of Z-KAT (except as sublicense pursuant to Section 1.11.D), for either the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, usesale, lease, offer or transfer of Products, or the date a Product is transferred to sella third party for any promotional reasons. The royalty shall apply to Products beginning on the Effective Date of this Master Agreement and continuing for the term of this Master Agreement. However, sell and/or import Licensed Products or provide Licensed Servicesnotwithstanding, and such license(s) require LICENSEE no earned royalty will be due on Kits distributed to make reasonable payments to one or more third partiesend-users at no charge for promotional purposes; provided, LICENSEE may offset a that total of [****] percent [****] number of such third-party payments against Kits in any royalty payments that are due to MSK in the same Contract Half-Yeargiven year is a commercially reasonable number. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE (i) Licensee shall pay MSK to Licensor a [****] royalty on cumulative Net Sales up equal to [****] percent [****] royalty on cumulative Net Sales the Royalty Percentage of Licensed Products or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Gross Receipts (the “Royalty”). Additionally, should the licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales Products be acquired by a Sublicenseethird party, Licensor shall be entitled to 13% of the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers net amount received that is directly related to the lifetime licensed Product or Products. The amount of the Royalty Term. shall be calculated on a calendar quarterly basis and payments shall be made within forty-five (i45) On a country-by-country basis, if the Patent Rights expire prior to days after the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration each calendar quarter. Licensee shall keep complete and accurate records of the Patent Rights latest three (3) years of Gross Receipts and Royalty calculations. Upon reasonable notice of not less than ten (10) business days, Licensor shall have the right to inspect or cause its agent to inspect such books of account and records of Licensee to confirm that the correct amount owing Licensor under this Section 2(a) has been paid. Any underpayment will be reduced paid promptly by [****] percent [****]Licensee. (ii) If Notwithstanding Section 2(a)(i) above, so long as the Licensed Products or Licensed Services are Agreement is not and were never covered previously terminated by a Valid ClaimLicensee,, Licensee shall pay to Licensor Fifty Thousand ($50,000) USD on the royalty rates above due for such Licensed Products or Licensed Services 120 day anniversary of this Agreement. In addition, so long as the Agreement is not terminated by Licensee, Licensee shall pay to Licensor an additional Fifty Thousand Dollars ($50,000) USD on the 360 day anniversary of this Agreement. The payments under this Section 2(a)(ii) shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately abovenonrefundable. (iii) For purposes of this Agreement, “Gross Receipts” shall mean gross receipts received by Licensee from sales of Licensed Products (including receipts received by Licensee as a direct result of sales of Licensed Products by sublicensees of the Licensed Rights, net of commissions and similar payments) less (A) credits given or made for spoiled, damaged, rejected, recalled, outdated or returned products, (B) bad debts, (C) credit card fees, (D) Actual product cost, (E) Actual media/customer acquisition costs, (E) Actual Shipping and fulfillment cost, and (F) a customer service fee of Three U.S. Dollars and No/Cents ($3.00) per each new customer. In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Servicesare sold together with non-licensed products for a single price, Licensee shall and such license(s) require LICENSEE Licensor shall negotiate in good faith with respect to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars from such sales to be included in calculating Gross Receipts ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against based on the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one relative value of the Licensed Rights granted Products in relation to the product offering). For the avoidance of doubt, Gross Receipts shall include amounts received by Licensee from the sale of any products sold by Licensee under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-YearLicensed Trademarks.

Royalty. LICENSEE 6.1 In consideration of the rights and Sublicense granted hereunder by Xenon to AMT, AMT shall pay MSK to Xenon during the Term a [****] royalty on cumulative Net Sales, as follows: (a) [†]% ([†] percent) on Net Sales up to made in any country where a Xenon Licensed Technology or Licensed Product is covered by a valid patent claim; and (b) [****†]% ([†] percent [****] royalty percent) on cumulative Net Sales of made in any country where a Xenon Licensed Products Technology or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim valid patent claim. 6.2 In the event AMT shall grant (sub)licenses for the Xenon Licensed Technology or Licensed Products to any third parties and provided that such Xenon Licensed Technology or Licensed Products are subject to protection by a valid patent claim, AMT shall make the following payments to Xenon: (a) [†]% ([†] percent) of all royalties received from any such (sub)licensee on the sales of Xenon Licensed Technology and Licensed Products by such (sub)licensee; or [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (b) [†]% ([†] percent) of all royalties received from any such (sub)licensee on the sales of Xenon Licensed Technology and Licensed Products by such (sub)licensee, in such countrythe event Xenon has played a significant role in initiating and facilitating a definitive partnership between AMT and a pharmaceutical company, as referred to in Section 5.7. 6.3 In the royalty rates above due event AMT will be obliged to MSK after expiration pay stacking royalties to independent third parties for the obtaining of one or more licenses to use technologies which are essential to legally market and/or sell the Patent Rights shall be reduced by Licensed Products, [****] percent [****†]. (ii) If 6.4 Within [†] days following the Licensed Products or Licensed Services are not end of each calendar quarter during the Term and were never covered by a Valid Claim, within [†] days following the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary end of the Effective Datecalendar quarter in which the Term will expire, starting five (5) years after AMT shall send to Xenon a written report showing the Effective Datetotal amount of Net Sales, in specified per Xenon Licensed Technology and Licensed Product and per country, during the preceding calendar quarter and the amount of eighty thousand dollars royalties and other compensation or consideration received from its ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against sub)licensees, Affiliates or other third parties related to the earned royalty payments required in Section 5.1(b) Xenon Licensed Technology and may be carried forward until such credit is fully appliedLicensed Products. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE Licensee shall pay MSK a [****] Licensor an earned royalty on cumulative Net Sales up to [****] percent [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] Product, on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a and country-by-country basis, if where there is at least one Valid Claim of a Licensed Patent Covering such Licensed Product in such country at the Patent Rights expire prior to time of first marketing approval. Such royalty shall continue until the longer of: (a) expiry or end of the Royalty Term, or if it is not covered by a last Valid Claim within a Licensed Patent that Covers a Licensed Product in such country, or (b) ten (10) years from the first marketing approval; provided that the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****] percent if payable under this clause (b) after the last Valid Claim CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[****]. ”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. expires or ends during such ten (ii10) If the year period. For clarity, no royalty shall be owed on any Licensed Products or Licensed Services are Product not and were never covered Covered by a Valid ClaimClaim under a Licensed Patent at the time of first marketing approval in the country in question, and further, under no circumstances shall any royalty be owed (during the royalty rates above due for term of this Agreement or thereafter) if all the Valid Claim(s) that Cover a Licensed Product in a country are held not valid, unenforceable or otherwise unpatentable. For clarity, in such Licensed Products or Licensed Services shall be reduced event, royalties already paid by [****] provided that this reduction Licensee shall not apply if a reduction is taken under be refunded by Licensor. Only one (i1) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any on a Licensed Product, regardless of the number of Valid Claims or the number of patent applications and patents within the Licensed Patents under which such Licensed Product has been Made, Used or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-YearSold.

Royalty. (a) As partial consideration for the license granted under Section 2, LICENSEE agrees to pay an initial license fee of [ * ] at the execution of this Agreement. Notwithstanding the foregoing, LICENSOR understands and acknowledges that this [ * ] payment was made by LICENSEE to AXONN ON LICENSOR's behalf under the AXONN-DAC AGREEMENT and that upon the Effective Date of this Agreement, AXONN shall pay LICENSOR such [ * ] in fulfillment of such obligation. (b) As compensation for the license, as provided under Section 2(a) and Section 2(b), LICENSEE agrees to pay [ * ]. The [ * ] fee shall be paid over eighteen (18) months in eighteen (18) equal payments effective April 1, 1994, with all payments in arrears paid on the Effective Date, and all subsequent payments due on the same day of the subsequent months until the full amount is paid. [ * ] compound interest shall be charged on the unpaid balance beginning upon the Effective Date. LICENSEE may prepay the upfront license fee which remains due at any time without penalty. (c) As additional consideration for the licenses granted herein, LICENSEE shall pay MSK a [****] royalty on cumulative Net Sales up each Product Sold, leased or otherwise disposed of by it under the rights granted under the license set forth in Section 2 above. Such royalty shall be calculated to [****] percent [****] royalty be the lower of either: * Certain information on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] this page has been omitted and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basisfiled separately with the Commission. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers Confidential Treatment has been requested with respect to the lifetime of the Royalty Termomitted portions. (i) On a country-by-country basis, if the Patent Rights expire prior to royalties set forth in the end chart below based upon (x) what kind of device the Royalty Term, or if it PRODUCT is not covered by a Valid Claim in and (y) the primary environment for which such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****PRODUCT is deployed: PERSONAL/RESIDENTIAL MIXED COMMERCIAL/INDUSTRIAL -------------------- ----- --------------------- Transmitter: [ * ] percent [****[ * ] [ * ] Receiver: [ * ] [ * ] [ * ] Transceiver: [ * ] [ * ] [ * ]. (ii) a royalty equal to [ * ] of Net Sales for PRODUCTS sold for use in the Personal/Residential, Mixed or Commercial/Industrial Markets respectively; provided that where a PRODUCT is not sold, but rather is leased or otherwise disposed of, the Net Sales for such PRODUCT shall be deemed to be LICENSEE's total cost for the complete manufacture and test of such PRODUCT plus [ * ]; provided that such royalty shall not be less than [ * ] of the rate for such Product type specified in the chart contained in paragraph (i) above. Whether a PRODUCT is best classified as used in a Personal/Residential environment, a Commercial/Industrial environment or may be used in both (a Mixed environment) shall be based upon the viewpoint of a neutral third party familiar with the wireless communications industry; provided that the parties agree that for purposes of this Agreement, Commercial/Industrial PRODUCTS shall include, but shall not be limited to a Product sold for use in the non-residential market under the UL 268/864 Underwriters * Certain information on this page has been omitted and filed separately with the Commission. Confidential Treatment has been requested with respect to the omitted portions. Laboratories or equivalent non-residential use listed system, and Mixed PRODUCTS shall include long range transmitters and transceivers incorporated into an alarm system located at or in a protected premises which signal a central alarm station located at a site outside the premises. Where the parties are unable to agree as to the proper classification of a PRODUCT, such dispute in itself shall not be deemed a breach of this Agreement, but rather the question of which category such PRODUCT properly falls in shall be determined according to the following procedure. For any dispute as to proper classification of a Product, the parties shall first attempt to negotiate in good faith a written resolution of such dispute for a period not to exceed thirty (30) days from the date of receipt of a party's request for such negotiation. Such negotiations shall be conducted by Chief Executive Officers of each party, or other senior officer appointed by the CEO who have authorization to resolve any such dispute. In the event the parties cannot negotiate a written resolution to such dispute during this thirty(30) day negotiation period, the parties shall then submit such dispute or claim to nonbinding mediation with Judicial Arbitration & Mediation Services ("JAMS") in Santa Xxxxx County, California. The mediation may be initiated by the written request of either party to the other party, shall commence within fifteen (15) days of receipt of such notice and shall be conducted in accordance with the standard mediation procedures established by JAMS, unless otherwise agreed by the parties. The mediation shall not exceed a period of thirty (30) days. Each party shall bear its own expenses in any such mediation; provided that the parties shall split the costs charged by JAMS. (d) Notwithstanding the foregoing, no ROYALTY shall be due on PRODUCTS provided to others as samples or demonstration units, used for Product development purposes, or returned to LICENSEE or its SUBLICENSEES for refund. ROYALTIES paid on PRODUCTS returned for refund shall be creditable against future ROYALTIES. (e) The parties understand and acknowledge that many PRODUCTS which LICENSEE may sell or lease under the rights granted under the AXONN-DAC AGREEMENT may also have uses in the FIRE/SECURITY MARKET and the parties wish to ensure that LICENSEE will not be obligated to pay ROYALTIES to both LICENSOR and AXONN upon the sale or lease of any single PRODUCT. Therefore, where a PRODUCT is sold or leased to a customer pursuant to the rights granted under the AXONN-DAC AGREEMENT for which LICENSEE has become obligated to pay a ROYALTY to AXONN under the AXONN-DAC AGREEMENT, and the customer may also use the PRODUCT in the FIRE/SECURITY MARKET, LICENSEE shall have no obligation to pay LICENSOR a ROYALTY under this Agreement so long as LICENSEE actually pays the ROYALTY due AXONN under the AXONN-DAC AGREEMENT. (f) A PRODUCT shall be deemed sold or leased 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 first, excluding internal use by LICENSEE. For purposes of determining ROYALTIES, a lease shall be deemed a sale. (h) Should LICENSEE acquire the right under this Agreement to pursue infringers of LICENSOR'S INTELLECTUAL PROPERTY, if LICENSEE pursues an infringer to judgement, LICENSEE shall pay LICENSOR a royalty equal to [ * ] of the amount received by LICENSEE from any such infringer as damages for the infringement of LICENSOR'S INTELLECTUAL PROPERTY rights, less legal fees and other expenses incurred in pursuing such action. In no event will any damages awarded with respect to infringement of any of LICENSEE'S intellectual property be included in the calculation of royalties due under this subparagraph 3(h). (g) During the term of this Agreement, LICENSEE shall deliver to LICENSOR, within forty-five (45) days after the end of each calendar quarter, a ROYALTY report indicating the NET SALES from the sale of PRODUCTS in the preceding calendar quarter and the computation of the ROYALTY due and payable thereon. Each ROYALTY report shall be accompanied by the payment of the corresponding ROYALTIES due LICENSOR, less any taxes or other charges withheld. Overdue payments hereunder shall be subject to a late payment charge calculated at an annual prime rate (as quoted by Citibank, N.A., New York, U.S.A.), plus two (2) percentage points during delinquency. If the Licensed Products or Licensed Services are not and were never covered amount of such charge exceeds the maximum permitted by a Valid Claimlaw, the royalty rates above due for such Licensed Products or Licensed Services charge shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately aboveto such maximum. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE A. In further consideration for the licensed rights granted herein, the parties agree that Licensee shall pay MSK a make the following royalty payments to Licensor for Licensee’s use of the Licensed Marks. In each case, the royalty for any period shall be calculated based on Gross Revenue (as defined below) from sales made by Licensee or its affiliates during such period of Licensed Goods that Licensee brands [****] royalty on cumulative Net Sales up Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. with one or more of the Licensed Marks: (i) [****] percent ]% of Gross Revenue during the calendar years 2011 through 2015; (ii) [****] royalty on cumulative Net Sales ]% of Licensed Products or Licensed Services Gross Revenue in excess of the calendar year 2016; (iii) [****] and ]% of Gross Revenue in the calendar year 2017; (iv) [****] on cumulative Net Sales ]% of Licensed Products or Licensed Services of over Gross Revenue in the calendar year 2018; (v) [****] ]% of Gross Revenue in the calendar year 2019 through the term of the Agreement. As used herein, Gross Revenue means the gross sales price of Licensed Goods invoiced by Licensee or its affiliates to the purchasers of such of Licensed Goods, less the following amounts to the extent appropriately documented and actually paid out by Licensee or credited against the amounts received by Licensee in connection therewith: (1) royalties required to be paid by Licensee to unaffiliated third parties in connection with intellectual property rights in the subject Licensed Goods licensed by Licensee pursuant to a written license agreement between Licensee and such unaffiliated third party; (2) industry standard discounts, rebates and deductions actually given to customers (including group purchasing organizations) based on volumes and/or revenues commercialized, or any other deductions or the like allowed to wholesalers or distributors or to other customers for quantity purchases, prompt payments or other industry standard special conditions; (3) credits, allowances or refunds actually allowed or taken, not exceeding the original invoice amount, for returned or deficient goods or services, in each case only to the extent reasonable and standard in the industry; (4) transportation expenses, including any and all carriage or insurance charges, packaging, freight, and costs of delivery, to the extent separately identified on the applicable invoice and actually paid by the purchaser; and (5) sales and use taxes and other fees or taxes imposed by any government or governmental agency, including, but not limited to any import, export or customs duties but excluding any taxes on the income of Licensee, in each case to the extent separately identified on the applicable invoice and actually paid by the purchaser. For purposes of calculating royalties due hereunder, sales will be deemed to have been made on the date of invoice.. B. Royalties shall be due and payable on a quarterly basis within forty-five (45) days after the last day of each calendar quarter, based on the Gross Revenue for Licensed ProductGoods invoiced by Licensee during the applicable period. With each royalty payment, the Licensee shall deliver to the Licensor a full, accurate and detailed written accounting showing the sales (by customer) on which the royalty payment for the subject period was based, and such other information as Licensee may reasonably require to calculate or verify the amount of royalties due to it hereunder. C. The Licensee shall maintain complete and accurate books and records with respect to all sales for which royalties are due hereunder in sufficient detail to enable the Licensor to compute and verify such royalties. The Licensor or its representative or agent shall have the right, at Licensor’s own expense but no more than once during any twelve-by-Licensed Product or Licensed Service-by-Licensed Service basismonth period, to examine and copy, upon not less than three (3) business days prior written notice and during normal business hours, such books and records for the purpose of verifying Licensee’s compliance with the provisions of this Section. In the case event that any such audit reveals that Licensee failed to pay any amount due hereunder, Licensee shall promptly pay Licensor the full amount of Net Sales such shortfall. If such audit reveals an underpayment by a SublicenseeLicensee of more than, five percent (5%) for the royalty rates listed above period under audit, Licensee will be reduced by also reimburse Licensor for the reasonable out-of-pocket costs of such audit. [****] per tierIndicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. D. Notwithstanding the foregoing, i.e.Licensee may terminate its obligation to pay royalties pursuant to this Section 6 if Licensor breaches in any material respect its obligations under Section 1B above and fails to remedy such material breach within thirty (30) days after written notice thereof from the Licensee describing in reasonable detail the nature of the alleged breach, to [****] respectivelywhich termination will be effective upon Licensee’s giving written notice thereof after said thirty (30) day cure period while such breach is continuing. For clarityavoidance of doubt, “cumulative” refers Licensee’s termination of its obligation to the lifetime pay royalties pursuant to this paragraph will not operate as a termination of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior Licensee’s license to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****] percent [****]. (ii) If use the Licensed Products Marks hereunder or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total other provision of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE shall pay MSK a [****] royalty on cumulative Net Sales up to [****] percent [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior In addition to the end Section 4A license and maintenance fees, Licensee agrees to pay to XXXX as “earned royalties” a royalty calculated as a percentage of the Royalty TermNet Selling Price of Research Products in accordance with the terms and conditions of this Agreement. The royalty is deemed earned as of the earlier of the date the Research Product is actually sold or otherwise performed for consideration, the date an invoice is sent by Licensee, or if it the date a Research Product is not covered by transferred to a Valid Claim third party for any promotional reasons. The royalty shall remain fixed while this Agreement is in such country, the royalty rates above due to MSK after expiration effect at a rate of four percent (4%) of the Patent Rights shall be reduced by [****] percent [****]Net Selling Price of Research Products. (ii) If Licensee also agrees to pay to XXXX as “earned royalties” a royalty calculated as a percentage of the Licensed Net Selling Price of Related Products in accordance with the terms and conditions of this Agreement. The royalty is deemed earned as of the earlier of the date the Related Product is actually sold or Licensed Services are not and were never covered by a Valid Claimotherwise performed for consideration, the date an invoice is sent by Licensee, or the date a Related Product is transferred to a third party for any promotional reasons. The royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that remain fixed while this reduction shall not apply if Agreement is in effect at a reduction is taken under rate of two percent (i2%) immediately aboveof the Net Selling Price of Related Products. (iii) In If Licensee grants any sublicenses under Section 2B of this Agreement to a sublicensee that markets, distributes, or sells Products, XXXX shall receive a royalty in amount of four percent (4%) of the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed ServicesNet Selling Price of Research Products, and two percent (2%) of the Net Selling Price of Related Products sold by the sublicensee under such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Yearsublicense. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective DateIf Licensee or any permitted sublicensee is required to make payments to an unaffiliated third party for a license or similar right to such third party’s patents, in the amount absence of eighty thousand dollars ($80,000) per Royalty Year. The minimum which right or license Licensee or any permitted sublicensee could not legally make, use or sell Research Products, or Related Products, then the royalty payments payable under this Section 4B shall be nonrefundable but fully creditable against reduced by one-quarter of one percent (0.25%) for each additional one-half percent (0.5%) of royalties payable to such third parties on that Product; provided, however, that the earned adjusted royalty payments required in Section 5.1(brate to XXXX will be no less than fifty percent (50%) and may be carried forward until of the applicable royalty rate payable to XXXX under this Agreement for such credit is fully appliedResearch Products or Related Products. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, useIn the event that the sale, lease, sale or provision is other transfer by Licensee of Research Products or Related Products under this Agreement also requires payment to XXXX of royalties under any other agreement between XXXX and Licensee, the cumulative earned royalties owed to XXXX for that Product under all such agreements shall not exceed the single highest royalty as set forth in those agreements. Licensee shall pay to XXXX royalties under all such agreements individually and on a pro rata basis. (For example, if Licensee owes to XXXX a one and one-half percent (1.5%) earned royalty under this Agreement and a three percent (3%) earned royalty under a separate agreement, the cumulative royalties owed to XXXX shall be covered by more than three percent (3%), but shall be paid proportionately under each agreement in payments of one of the Licensed Rights granted percent (1%) under this Agreement. Notwithstanding Agreement and two percent (2%) on the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Yearother.)

Royalty. LICENSEE a. On all sales of PATENT PRODUCTS anywhere in the world by Licensee, Licensee shall pay MSK USC a [****royalty of [ * ] the NET SALES PRICE. b. On all sales of TECHNOLOGY PRODUCTS anywhere in the world by Licensee, Licensee shall pay USC a royalty of [ * ] the NET SALES PRICE. c. If any PRODUCT is manufactured and sold under sublicense from the Licensee, the Licensee shall pay USC a royalty equal to [ * ] of the Licensee's earned royalty from the sublicense in lieu of the royalty specified in Paragraph 5a or 5b. d. The Licensee will pay an [ * ]. The [ * ] on cumulative Net Sales the PRODUCTS will be [ * ] commencing on the second year of sales for each year up to [****the date of expiration of the last PATENT. . [ * ] percent [****are to be paid [ * ] to USC, [ * ] of each year and [ * ] of each year. Should Licensee fail to make earned royalty on cumulative Net Sales of Licensed Products payments sufficient to meet said [ * ], it may pay the [ * ] to keep this Agreement in force. [ * ] shall be creditable against future earned royalty. e. If it becomes desirable to engineer a PRODUCT into a complex with a drug, toxin or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicenseeother therapeutic agent, the royalty rates listed above as defined in Paragraph 5a will be reduced applied, but the net selling price as defined in Paragraphs 5b and 5c will be based on the net sales price of the complex minus the net sales price of the drug, toxin or therapeutic agent when sold alone. f. Licensee shall pay such royalties to USC on a calendar [ * ] basis. With each [ * ] payment, Licensee shall deliver to USC a full and accurate accounting to include at least the following information: *Confidential Treatment Requested. Omitted portions filed with the Commission. i. Quantity of each PRODUCT sold(by country) by [****] per tier, i.e., to [****] respectivelyLicensee and its SUBLICENSEES; ii. For clarityeach PRODUCT made, “cumulative” refers to used or sold, the lifetime of the Royalty TermPATENT covering such PRODUCT. iii. Total receipts for each PRODUCT (i) On a by country-by-country basis, if the Patent Rights expire prior ); iv. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; v. Names and addresses of SUBLICENSEES of Licensee; and vi. Total royalties payable to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****] percent [****]USC. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) g. In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in year the amount of eighty thousand dollars ($80,000) royalty due shall be calculated [ * ] as of [ * ] and shall be paid [ * ] within the [ * ] days following such date. Every such payment shall be supported by the accounting prescribed in Paragraph 5.e. and shall be made in United States currency. Whenever for the purpose of calculating royalties conversion from foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the applicable end of calendar quarter. h. The royalty payments due under this Agreement shall, if overdue, bear interest until payment at a per Royalty Yearannum rate equal to [ * ] above the prime rate in effect at Bank of America, Los Angeles on the due date, not to exceed the maximum permitted by law. The minimum payments of such interest shall not preclude USC from exercising any other rights it may have as a consequence of the lateness of any royalty payments payment. i. The obligation to pay a royalty under this Agreement on the NET SALES of a PRODUCT shall be nonrefundable but fully creditable against imposed only once with respect to the earned same unit of the PRODUCT regardless of the number of valid issued or, assuming they were to issue, pending claims included within the PATENTS. Further, only one royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because due on any Licensed Product single unit of a PRODUCT whether *Confidential Treatment Requested. Omitted portions filed with the Commission. such PRODUCT is a PATENT PRODUCT, a TECHNOLOGY PRODUCT or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one a combination of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Yeartwo.

Royalty. LICENSEE shall (i) In addition to the Section 4A license fee, Licensee will pay MSK to XXXX, as “earned royalties,” a royalty calculated as a percentage of the Selling Price of Products in accordance with the terms of this Agreement. The royalty is deemed earned as of the earliest of the date the Product is actually sold, leased or otherwise transferred, actually performed, for consideration, the date an invoice is sent by Licensee or its sublicensee(s), or the date a Product is transferred to a third party for any promotional reasons. With respect to Products sold by Licensee (or a third party (see definition of Selling Price)), the royalty rate will remain fixed while this Agreement is in effect and will be [****] royalty on cumulative Net Sales up to [****] percent ([****] royalty on cumulative Net Sales ]%) of Licensed the Selling Price of Research Products or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over percent ([****] on ]%) of the Selling Price of all Products other than Research Products. (ii) If Licensee is required to make payments to a Licensed Product-by-Licensed Product third party (who is not an Affiliate) for a license or Licensed Service-by-Licensed Service basis. In similar right to such third party’s patents, in the case absence of Net Sales by a Sublicenseewhich right or license Licensee could not legally make, use or sell Products, then the royalty rates listed above payable under this Section 4B will be reduced by [****] per tier, i.e., to percent ([****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i]%) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by for each additional [****] percent ([****]. (ii%) If of royalties payable to such third parties on that Product; provided, however, that the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the adjusted royalty rates above due for such Licensed Products or Licensed Services shall rate to XXXX will be reduced by no less than [***] percent ([*] provided that **]%) of the applicable royalty rate payable to XXXX under Section 4B of this reduction shall not apply if a reduction is taken under (iAgreement for such Products, even in cases where Section 4B(iii) immediately abovebelow also applies. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, usethe sale, lease, offer or other transfer by Licensee of Products under this Agreement also requires payment to sellXXXX of royalties under any other agreement between XXXX and Licensee, sell and/or import Licensed Products or provide Licensed Servicesthe cumulative earned royalties owed to XXXX for that Product under all such agreements will not exceed the single highest royalty as set forth in those agreements. Licensee will pay to XXXX royalties under all such agreements individually and on a pro rata basis. (For example, if Licensee owes to XXXX a [***] percent ([***]%) earned royalty under this Agreement and such license(sa [***] percent ([***]%) require LICENSEE earned royalty under a separate agreement, the cumulative royalties owed to make reasonable XXXX will be [***] percent ([***]%) but will be paid proportionately under each agreement in payments to one or more third parties, LICENSEE may offset a total of [****] ]percent ([****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv]%) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions Agreement and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [***]percent ([*] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year**]%) on the other.)

Royalty. LICENSEE A. In further consideration for the licensed rights granted herein, the parties agree that Licensee shall pay MSK a make the following royalty payments to Licensor for Licensee’s use of the Licensed Marks. In each case, the royalty for any period shall be calculated based on Gross Revenue (as defined below) from sales made by Licensee or its affiliates during such period of Licensed Goods that Licensee brands [****] royalty on cumulative Net Sales up Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. with one or more of the Licensed Marks: (i) [****] percent ]% of Gross Revenue during the calendar [****] royalty on cumulative Net Sales of Licensed Products or Licensed Services in excess of ]; (ii) [****] and ]% of Gross Revenue in the calendar [****] on cumulative Net Sales of Licensed Products or Licensed Services of over ]; (iii) [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In ]% of Gross Revenue in the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by calendar [****] per tier, i.e., to ]; (iv) [****] respectively. For clarity, “cumulative” refers to ]% of Gross Revenue in the lifetime of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by calendar [****] percent ]; (v) [****]. (ii) If % of Gross Revenue in the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by calendar [****] provided that this reduction through the term of the Agreement. As used herein, Gross Revenue means the gross sales price of Licensed Goods invoiced by Licensee or its affiliates to the purchasers of such of Licensed Goods, less the following amounts to the extent appropriately documented and actually paid out by Licensee or credited against the amounts received by Licensee in connection therewith: (1) royalties required to be paid by Licensee to unaffiliated third parties in connection with intellectual property rights in the subject Licensed Goods licensed by Licensee pursuant to a written license agreement between Licensee and such unaffiliated third party; (2) industry standard discounts, rebates and deductions actually given to customers (including group purchasing organizations) based on volumes and/or revenues commercialized, or any other deductions or the like allowed to wholesalers or distributors or to other customers for quantity purchases, prompt payments or other industry standard special conditions; (3) credits, allowances or refunds actually allowed or taken, not exceeding the original invoice amount, for returned or deficient goods or services, in each case only to the extent reasonable and standard in the industry; (4) transportation expenses, including any and all carriage or insurance charges, packaging, freight, and costs of delivery, to the extent separately identified on the applicable invoice and actually paid by the purchaser; and (5) sales and use taxes and other fees or taxes imposed by any government or governmental agency, including, but not limited to any import, export or customs duties but excluding any taxes on the income of Licensee, in each case to the extent separately identified on the applicable invoice and actually paid by the purchaser. For purposes of calculating royalties due hereunder, sales will be deemed to have been made on the date of invoice.. B. Royalties shall not apply if be due and payable on a reduction is taken under quarterly basis within forty-five (i45) immediately abovedays after the last day of each calendar quarter, based on the Gross Revenue for Licensed Goods invoiced by Licensee during the applicable period. With each royalty payment, the Licensee shall deliver to the Licensor a full, accurate and detailed written accounting showing the sales (by customer) on which the royalty payment for the subject period was based, and such other information as Licensee may reasonably require to calculate or verify the amount of royalties due to it hereunder. C. The Licensee shall maintain complete and accurate books and records with respect to all sales for which royalties are due hereunder in sufficient detail to enable the Licensor to compute and verify such royalties. The Licensor or its representative or agent shall have the right, at Licensor’s own expense but no more than once during any twelve-month period, to examine and copy, upon not less than three (iii3) business days prior written notice and during normal business hours, such books and records for the purpose of verifying Licensee’s compliance with the provisions of this Section. In the event that LICENSEE or Sublicensees are legally required any such audit reveals that Licensee failed to obtain pay any additional licenses from one or more third parties in order to makeamount due hereunder, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] Licensee shall promptly pay Licensor the full amount of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary shortfall. If such audit reveals an underpayment by Licensee of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [***] for the period under audit, Licensee will also reimburse Licensor for the reasonable out-of-pocket costs of such audit. [***] respectivelyIndicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. D. Notwithstanding the foregoing, Licensee may terminate its obligation to pay royalties pursuant to this Section 6 if Licensor breaches in any material respect its obligations under Section 1B above and fails to remedy such material breach within thirty (30) days after written notice thereof from the Licensee describing in reasonable detail the nature of the alleged breach, which termination will be effective upon Licensee’s giving written notice thereof after said thirty (30) day cure period while such breach is continuing. Royalties shall be payable twice each yearFor avoidance of doubt, once for each Contract Half-YearLicensee’s termination of its obligation to pay royalties pursuant to this paragraph will not operate as a termination of Licensee’s license to use the Licensed Marks hereunder or any other provision of this Agreement.

Royalty. LICENSEE Licensee shall pay MSK quarterly to Licensor a royalty that is equivalent to the below stated percentage of its Net Proceeds from Sales of Products sold during such quarter pursuant to the license granted herein. 4.1 The royalty rate for Products set forth on Schedule A shall be [**redacted**] royalty on cumulative Net Sales up to [****] percent [****] royalty on cumulative Net Sales unless and until Licensee exercises the Exclusivity Option of Licensed Products or Licensed Services in excess Section 2.02 of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a SublicenseeDistribution Agreement, after which the royalty rates listed above will be reduced rate for electrosurgical generators sold exclusively by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights Licensee thereunder shall be reduced by [****] percent [**redacted**]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services 4.2 Royalties shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to makecalculated and paid quarterly for all Products sold during each Licensee fiscal quarter, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice immediately at the end of such fiscal quarter, and are due to be received by Licensee within forty-five (45) calendar days following the end of each Licensee fiscal quarter for all sales made during such Licensee fiscal quarter. In the event such royalty payments are not paid when due, Licensee shall be obligated to pay to Licensor interest on the total amount past due (including accrued interest) at a rate of one percent (1%) per month or portion thereof that said payment is late. 4.3 It is understood that on sales by Licensee to its sublicensees or affiliatedcompanies of a particular Product, royalties shall be paid on such sales on theaverage United States Net Proceeds from Sales for that instrument in the quarterlyperiod in which the sale is made regardless of the actual price at which the instrument is sold to an affiliated company or sublicense or to the ultimate user of the instrument. Licensee will pay only a single royalty per device sold by Licensee or its sublicensees or affiliates. 4.4 For purposes of this Agreement, “Net Proceeds from Sales” shall meanLicensee’s billing price of Products, less discounts allowed, credits for claims orallowances, returns, and less taxes or other government charges added to the faceof the invoice and paid by Licensee. 4.5 Licensee shall keep true books of account containing an accurate and complete record of all data necessary for the computation of royalties payable to Licensor hereunder. Licensor shall, at its own expense, have the right to nominate an independent certified public accountant who shall have access, during reasonable business hours, but no more than once per year, once to such of Licensee’s records as are necessary to verify the accuracy of the royalty payments made under this license. If in an audit of Licensee’s records it is determined, and not disputed, that there is a shortfall in royalties reported for each Contract Halfany reporting period under this Agreement, Licensee shall, upon request by Licensor, pay such shortfall (with interest as described in Section 4.2) within ten (10) business days and, if the shortfall is three percent (3%) or more in royalties reported for the audited period, Licensee shall also reimburse Licensor for the reasonable out-Yearof-pocket costs of the audit.

Royalty. LICENSEE In consideration for the license by Avalon to MedImmune hereunder, MedImmune shall pay MSK to Avalon within * of the close of each Calendar Quarter a [****] royalty on cumulative Net Sales up in an amount equal to [****] percent [****] royalty on cumulative the following percentages of the specified portions of the annual aggregate Net Sales of Licensed Products or Licensed Services sold by MedImmune, its Affiliates, and its sublicensees throughout the Territory as reported in a Calendar Quarter as provided below: Net Sales Royalty --------- ------- Amounts from * up to and including * * Amounts in excess of [* ****] and [****] (a) The obligation of MedImmune to pay royalties using the rates set forth in this SECTION 5.2.3 on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime in any country of the Royalty Term. (i) On Territory will continue, on a country-by-country and Product-by-Product basis, if until the later of (i) the expiration of the period during which the manufacture, use, sale offer for sale or import of a Product sold in such country would infringe a Valid Claim under Avalon Compound Patent Rights expire prior in such country, or (ii) the date which is * from the date of First * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * . A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Commercial Sale of such Product in such country (such time period, the "ROYALTY PERIOD"). (b) For the avoidance of doubt: (i) no royalty is due for any Product in any country after the end of the Royalty TermPeriod for such country and in calculating Net Sales for determining the applicable royalty rate under SECTION 5.2, or if it is Net Sales of a Product do not covered by include net sales in a Valid Claim in country after the end of the Royalty Period for such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****] percent [****]. ; and (ii) If during the Licensed Products term of any applicable Royalty Period in any country, MedImmune shall have no right to sell or Licensed Services are not and were never covered by a Valid Claimmarket any Product, directly or indirectly, without paying to Avalon the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [royalties set forth in this section. (c) * (d) ****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE In addition to the Royalty Reduction Fees, Licensee shall pay MSK a royalty for the license granted in Paragraph II.A, as shown below, in US currency. Initial Royalty payments due Tessera hereunder are payable on each TCC package according to the number of IC Contacts on the operational IC device which is packaged, as shown under the “Initial Royalty” schedule below. After Licensee has paid an Initial Royalty for an aggregate of [*] ([**]) IC devices packaged by Licensee under this Agreement, the royalty payments due Tessera hereunder on each TCC package according to the number of IC Contacts on the operational IC device which is packaged shall be adjusted as shown under the “Volume Adjusted Royalty” schedule shown below: [*] royalty on cumulative Net Sales up to $[***] $[*] percent [***] $[*] $[*] [*] $[*] $[*] [*] $[*] $[*] The parties hereto agree the royalties scheduled above are substantially reduced to provide increased incentive for Licensee’s early adoption and proliferation of the Technology. Moreover, to provide additional incentive for Licensee’s early adoption and proliferation of the Technology solely in TCC packages having [*] ([*]) or less IC Contacts (“Low Contact Count Devices”) that Licensee makes for itself (excluding such similar packages Licensee may purchase from Tessera’s other licensees who pay the royalty on cumulative Net Sales under their independent license to Tessera directly), Licensee’s obligation to pay royalties for such Low Contact Count Devices shall be reduced to $[*] per such TCC package after Licensee has paid the royalties in the schedule above for [*] ([*]) such Low Contact Count Devices, and said royalties solely for such Low Contact Count Devices shall terminate ten (10) years from the Effective Date and become fully paid up and perpetual at that time. Nothing in this Paragraph III.B. shall provide for the early termination of Licensed Products or Licensed Services Licensee’s payment of royalties for TCC packages having IC Contacts in excess of [****] and ([****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis]). In the case of Net Sales by a Sublicensee, All other royalties for Licensee’s packaging its other IC devices into TCC packages shall be as shown in the royalty rates listed schedule above will be reduced by [****] per tierand for the duration of this Agreement and any extension thereof, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim as set forth in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****] percent [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.Paragraph X.

Royalty. LICENSEE 6.1 In consideration of the rights and Sublicense granted hereunder by Xenon to AMT, AMT shall pay MSK to Xenon during the Term a royalty on Net Sales, as follows: (a) [**]% ([**] royalty percent) on cumulative Net Sales up to made in any country where a Xenon Licensed Technology or Licensed Product is covered by a valid patent claim; and (b) [**]% ([**] percent [****] royalty percent) on cumulative Net Sales of made in any country where a Xenon Licensed Products Technology or Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a Sublicensee, the royalty rates listed above will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in valid patent claim. 6.2 In the event AMT shall grant (sub)licenses for the Xenon Licensed Technology or Licensed Products to any third parties and provided that such countryXenon Licensed Technology or Licensed Products are subject to protection by a valid patent claim, AMT shall make the royalty rates above due following payments to MSK after expiration of the Patent Rights shall be reduced by Xenon: (a) [**]% ([**] percent percent) of all royalties received from any such (sub)licensee on the sales of Xenon Licensed Technology and Licensed Products by such (sub)licensee; or (b) [**]% ([**] percent) of all royalties received from any such (sub)licensee on the sales of Xenon Licensed Technology and Licensed Products by such (sub)licensee, in the event Xenon has played a significant role in initiating and facilitating a definitive partnership between AMT and a pharmaceutical company, as referred to in Section 5.7. 6.3 In the event AMT will be obliged to pay stacking royalties to independent third parties for the obtaining of one or more licenses to use technologies which are essential to legally market and/or sell the Licensed Products, [**]. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by 6.4 Within [**] days following the end of each calendar quarter during the Term and within [**] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In days following the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-Year. (iv) Annual minimum royally payments, due at each anniversary end of the Effective Datecalendar quarter in which the Term will expire, starting five (5) years after AMT shall send to Xenon a written report showing the Effective Datetotal amount of Net Sales, in specified per Xenon Licensed Technology and Licensed Product and per country, during the preceding calendar quarter and the amount of eighty thousand dollars royalties and other compensation or consideration received from its ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against sub)licensees, Affiliates or other third parties related to the earned royalty payments required in Section 5.1(b) Xenon Licensed Technology and may be carried forward until such credit is fully appliedLicensed Products. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.

Royalty. LICENSEE (i) In addition to the Section 4A license fee, Licensee (and its sublicensees) shall pay MSK to XXXX, as “earned royalties,” a [****] royalty on cumulative Net Sales up to [****] percent [****] royalty on cumulative calculated as a percentage of the Net Sales of Licensed Products or Licensed Services in excess accordance with the terms of this Agreement. The royalty is deemed earned as [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]. The royalty rate shall remain fixed while this Agreement is in effect according to the following schedule: (ii) For Therapeutic Products the royalty is set at a rate of: [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] (iii) For Related Therapeutic Products the royalty is set at a rate of: (iv) For Research Products, the royalty is set at a rate of [****Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a SublicenseeSales. (v) For Diagnostic Products, the royalty rates listed above will be reduced by is set at a rate of [****Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty TermNet Sales. (ivi) On If Licensee is required to make payments to a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it third party (who is not covered by an Affiliate or Development Partner) for a Valid Claim license or similar right to such third party’s patents, in such countrythe absence of which right or license Licensee could not legally make, use or sell Products, then the royalty rates above due to MSK after expiration of the Patent Rights payable under this Section 4B shall be reduced by [****Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] percent for each additional [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of royalties payable to such third parties on that Product; provided, however, that the adjusted royalty rate to XXXX will be no less than [***]Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the applicable royalty rate payable to XXXX under this Agreement for such Products. (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iiivii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, usethe sale, lease, offer or other transfer by Licensee of Products under this Agreement also requires payment to sellXXXX of royalties under any other agreement between XXXX and Licensee, sell and/or import Licensed Products or provide Licensed Servicesthe cumulative earned royalties owed to XXXX for that Product under all such agreements shall not exceed the single highest royalty as set forth in those agreements. Licensee shall pay to XXXX royalties under all such agreements individually and on a pro rata basis. (For example, if Licensee owes to XXXX a [*Certain information has been omitted under a request for confidential treatment, and such license(s) require LICENSEE the omitted information has been filed with the Commission] earned royalty under this Agreement and a [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] earned royalty under a separate agreement, the cumulative royalties owed to make reasonable XXXX shall be [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission], but shall be paid proportionately under each agreement in payments to one or more third parties, LICENSEE may offset a total of [****Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] percent under this Agreement and [****Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of such third-party payments against any royalty payments that are due to MSK in on the same Contract Half-Yearother.) (ivviii) Annual minimum royally paymentsGiven the particular Licensed Patents of this Agreement, due at each anniversary rather than requiring Licensee to pay earned royalties under a Licensed Patent that is a pending patent application which has not issued as of the Effective DateDate (“Licensed Patent Application”), starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until XXXX is willing to permit Licensee to defer such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than amounts as follows [****] respectively. Royalties shall be payable twice each yearCertain information has been omitted under a request for confidential treatment, once for each Contract Half-Yearand the omitted information has been filed with the Commission].

Royalty. LICENSEE (i) In addition to the Section 4A license fee, Licensee (and its sublicensees) shall pay MSK to XXXX, as “earned royalties,” a [****] royalty on cumulative Net Sales up to [****] percent [****] royalty on cumulative calculated as a percentage of the Net Sales of Licensed Products or Licensed Services in excess accordance with the terms of this Agreement. The royalty is deemed earned as [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]. The royalty rate shall remain fixed while this Agreement is in effect according to the following schedule: (ii) For Therapeutic Products the royalty is set at a rate of: [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] (iii) For Related Therapeutic Products the royalty is set at a rate of: (iv) For Research Products, the royalty is set at a rate of [****Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis. In the case of Net Sales by a SublicenseeSales. (v) For Diagnostic Products, the royalty rates listed above will be reduced by is set at a rate of [****Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to the lifetime of the Royalty TermNet Sales. (ivi) On If Licensee is required to make payments to a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it third party (who is not covered by an Affiliate or Development Partner) for a Valid Claim license or similar right to such third party’s patents, in such countrythe absence of which right or license Licensee could not legally make, use or sell Products, then the royalty rates above due to MSK after expiration of the Patent Rights payable under this Section 4B shall be reduced by [****Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] percent for each additional [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of royalties payable to such third parties on that Product; provided, however, that the adjusted royalty rate to XXXX will be no less than [***].Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the applicable royalty rate payable to XXXX under this Agreement for such Products. Asterias XXXX License – 13-00300 (ii) If the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iiivii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, usethe sale, lease, offer or other transfer by Licensee of Products under this Agreement also requires payment to sellXXXX of royalties under any other agreement between XXXX and Licensee, sell and/or import Licensed Products or provide Licensed Servicesthe cumulative earned royalties owed to XXXX for that Product under all such agreements shall not exceed the single highest royalty as set forth in those agreements. Licensee shall pay to XXXX royalties under all such agreements individually and on a pro rata basis. (For example, if Licensee owes to XXXX a [*Certain information has been omitted under a request for confidential treatment, and such license(s) require LICENSEE the omitted information has been filed with the Commission] earned royalty under this Agreement and a [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] earned royalty under a separate agreement, the cumulative royalties owed to make reasonable XXXX shall be [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission], but shall be paid proportionately under each agreement in payments to one or more third parties, LICENSEE may offset a total of [****Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] percent under this Agreement and [****Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of such third-party payments against any royalty payments that are due to MSK in on the same Contract Half-Yearother.) (ivviii) Annual minimum royally paymentsGiven the particular Licensed Patents of this Agreement, due at each anniversary rather than requiring Licensee to pay earned royalties under a Licensed Patent that is a pending patent application which has not issued as of the Effective DateDate (“Licensed Patent Application”), starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until XXXX is willing to permit Licensee to defer such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than amounts as follows [****] respectively. Royalties shall be payable twice each yearCertain information has been omitted under a request for confidential treatment, once for each Contract Half-Yearand the omitted information has been filed with the Commission].

Royalty. LICENSEE As consideration for the license granted to Licensee under this Agreement, during the term of this Agreement, Licensee shall pay MSK to Licensor the following royalties and other fees: 3.1.1 Within thirty (30) days of the effectiveness of this Agreement, Licensee agrees to pay to Licensor a [****] royalty on cumulative Net Sales sign up fee of Seventy-Five Thousand Dollars ($75,000.00). 3.1.2 Within eighteen (18) months of the effectiveness of this Agreement, Licensee agrees to [****] percent [****] royalty on cumulative pay to Licensor an additional fee of Seventy-Five Thousand Dollars ($75,000.00). 3.1.3 Within thirty (30) days of the receipt of Approval, Licensee agrees to pay Licensor an approval fee of Five Hundred Thousand Dollars ($500,000.00). 3.1.4 Where a Valid Claim by Licensor exists for the Licensed Products, Licensee or its sublicensee shall pay to Licensor royalties of 7% of all Net Sales of any such Licensed Products for the first year of commercial sales and each year thereafter for the life of the Patent, including any extension of such granted by agencies or departments of the U.S. and/or Canadian governments. No royalty will be payable for sales in a country after expiration of the Patents in that country, or expiration of any extension granted for such patents, for such Licensed Services in excess of [****] and [****] on cumulative Net Sales of Licensed Products or Licensed Services of over [****] on a Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basisProducts. In the case of Net Sales by invalidation of the Patents in a Sublicenseecountry, the royalty rates listed above paid on Net Sales in that country will then revert to that provided where no Valid Claim exists. Said reduced royalty payments shall only be due for a period 3 157 of ten (10) years, from which period, however, will be reduced by [****] per tier, i.e., to [****] respectively. For clarity, “cumulative” refers to deducted the lifetime period for which royalty payments were made during the existence of the Royalty Term. (i) On a country-by-country basis, if the Patent Rights expire prior to the end of the Royalty Term, or if it is not covered by a Valid Claim in that country. 3.1.5 If Licensee, its Affiliate(s) or sublicensee(s), sells the Licensed Products in the Territory where no Valid Claim exists, Licensee or its sublicensee shall pay to Licensor royalties of 3.5% of all Net Sales for any such Licensed Products for the first year of commercial sales, and each year thereafter, for a period of ten (10) total years of commercial sales, subject to Section 3.1.4. 3.1.6 If the royalties payable to Licensor under Sections 3.1.4 and 3.1.5 shall fail to amount to One Hundred Fifty Thousand Dollars ($150,000.00) per year for Royalty Years one and two, or Two Hundred Fifty Thousand Dollars ($250,000.00) per year for each of Royalty Years three and four, or Five Hundred Thousand Dollars ($500,000.00) per year for Royalty Years five and six, and One Million Dollars ($1,000,000.00) for any subsequent Royalty Year after the sixth year, then Licensor may, at its sole option, upon written notice to Licensee terminate this Agreement pursuant to Section 6.2 and the license and rights herein granted to Licensee and its Affiliate(s), unless Licensee shall within 60 days pay to Licensor an amount such that the total royalty paid to Licensor under Paragraph 3.1 during said Royalty Year in question is either One Hundred Fifty Thousand Dollars ($150,000.00) in Royalty Years one and two, Two Hundred Fifty Thousand Dollars ($250,000.00) per year in Royalty Years three and four, Five Hundred Thousand Dollars ($500,000.00) in Royalty Years five and six or One Million Dollars ($1,000,000.00) in all Royalty Years thereafter. 3.1.7 Notwithstanding anything to the contrary, if any country restricts the royalty rate or amount payable on account of sales of Licensed Products in such country, the royalty rates above royalties payable thereunder on such sales shall not exceed the maximum amount payable under the applicable laws, regulations or administrative rulings of such country. 3.1.8 In the event that during a determination of the validity of a claim in the Patents by a tribunal of competent jurisdiction, a third party infringes on such Patents and Licensee brings an infringement action against such third party, if Licensee is unsuccessful in the infringement suit due to MSK after expiration the failure of the Patent Rights shall be reduced by [****] percent [****]. (ii) If the Licensed Products or Licensed Services are not and were never covered by Licensee to have a Valid Claim, Licensee shall have the royalty rates above due for right to deduct from any royalties to be paid to Licensor such amounts as are equal to the difference in the total amount of royalties paid to Licensor at 7% from the 3.5% which would otherwise have been paid to Licensor during the time period of the determination of the validity of the claim in the Patents, unless there shall remain other valid claims in the Patents and Licensee (or its sublicensee, if applicable) still has the exclusive license from Licensor to Sell the Licensed Products or Licensed Services shall be reduced by [****] provided that this reduction shall not apply if a reduction is taken under (i) immediately above. (iii) In the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties in order to make, have made, use, lease, offer to sell, sell and/or import Licensed Products or provide Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE may offset a total of [****] percent [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract Half-YearTerritory. (iv) Annual minimum royally payments, due at each anniversary of the Effective Date, starting five (5) years after the Effective Date, in the amount of eighty thousand dollars ($80,000) per Royalty Year. The minimum royalty payments shall be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(b) and may be carried forward until such credit is fully applied. (v) No multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision is or shall be covered by more than one of the Licensed Rights granted under this Agreement. Notwithstanding the reductions and deductions provided, in no event shall the royalty rate on tiered Net Sales be less than [****] respectively. Royalties shall be payable twice each year, once for each Contract Half-Year.