Common use of Royalty Clause in Contracts

Royalty. In partial consideration for licenses granted herein, Arcadia shall pay to Xxxxxx as follows: (i) For Transgenic Oil containing GLA and/or DGLA as the sole product, a royalty of the Royalty Rate times Net Sales of Transgenic Oil; subject to any adjustments as provided below, the “GLA and/or DGLA Royalty Rate” shall be determined as follows: [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] For example, if Arcadia has paid cumulative royalties of [...*...] and has Net Sales of Transgenic Oil in the next quarter of $[...*...], the calculation of royalty is as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...]. (ii) For Transgenic Oil containing ARA, a royalty equal to the ARA Royalty Rate times non-Xxxxxx Net Sales of ARA Transgenic Oil. Subject to any adjustments as provided below, the “ARA Royalty Rate” shall be determined as follows: Up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % > [...*...] MM [...*...] % Notwithstanding the applicable ARA Royalty Rate stated above, should the concentration of ARA in the ARA Transgenic Oil be other than 40%, the annual volume requirements shall change proportionally. For example, in the event that Arcadia produces an ARA Transgenic Oil that contains a concentration of 20% ARA, the annual volume requirements set forth in the chart above would be doubled, so that, for example, non-Xxxxxx sales of up to [...*...] MM pounds of ARA Transgenic Oil would be subject to an ARA Royalty Rate of [...*...]%. In the event that [...*...] or a successor or assignee to the [...*...] License produces more than [...*...] pounds of [...*...] with a GLA/DGLA and/or ARA content of greater than [...*...] percent ([...*...]%) but less than [...*...] percent ([...*...]%) in a given calendar year, the Royalty Rate beginning on the date [...*...]’s production exceeds the above threshold and continuing during the following twelve-month period, shall be reduced by [...*...] percent [...*...]). If [...*...] produces more than [...*...] of [...*...] with a residual one or more of GLA, DGLA or ARA content of greater than [...*...]%) but not more than [...*...] percent ([...*...]%) in the above example, the calculation of royalty would be as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...]. (iii) For a combination product sold by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is an existing marketable application for such combination product, then the royalty will be (a) the applicable Royalty Rate, times (b) the weight, times (c) the weight percentage of Transgenic Oil in the combination product, times (d) the average net selling price of such Transgenic Oil in such marketable application on a per unit weight percentage basis for the Calendar Quarter for which royalties are being calculated. For example, if Arcadia has paid cumulative royalties of $[...*...] and sells [...*...] pounds of soy powder (a combination product) containing [...*...] percent ([...*...]%) by weight of a Transgenic Oil and the average net selling price of a comparable application of such Transgenic Oil is [...*...] the calculation of royalty is [...*...]% x [...*...]% x $[...*...] = [...*...]. (iv) For a combination product sold by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is no existing marketable application for such combination product, then the royalty will be (a) the applicable Royalty Rate, times (b) the weight, times (c) the weight percentage of Transgenic Oil in the combination product, times (d) the higher of, (x) the overall average net selling price of such Transgenic Oil, or (y) the Cost of Goods Sold, on a per unit basis for the Calendar Quarter for which royalties are being calculated. (v) If both Parties determine that the royalty for (d) (iii) or (d) (iv) above prohibits commercial success for a particular application, then the Parties will review the financial data and agree to work together in good faith to find a mutually acceptable business resolution of the matter. (vi) Notwithstanding the foregoing provisions of the Section 4(d), if any quantity of Transgenic Oil, either alone or in combination with at least one other component as described above, is used in the manufacture of another product subject to royalty hereunder, or is sold to a sublicensee or an Affiliate of Arcadia, or if rights under more than one patent are used, only one royalty, namely, the royalty applicable to the ultimate product subject to royalty hereunder, shall be paid to Xxxxxx, in order that duplication of royalties be avoided. (vii) If Arcadia must pay to a Third Party license fees or royalties to obtain a patent right from such Third Party that is reasonably needed to make, have made, use, sell, offer for sale, and/or import Transgenic Oil, and the Royalty Rate is [...*...] percent ([...*...]%) or higher, then the royalties described in Sections 4(d) shall be reduced by the amount of such fees and royalties actually paid to such Third Party, but if the Royalty Rate is [...*...] percent ([...*...]%), then the royalties described in Section 4(d) shall be reduced by one-half (1/2) the amount of such fees and royalties actually paid to such Third Party; provided, however, that in no event shall the royalties described in Section 4(d) be reduced below the applicable Royalty Rate minus [...*...] percent ([...*...]%). For example, if Arcadia has paid cumulative royalties of $[...*...] and has Net Sales of Transgenic Oil in the quarter just completed of $[...*...], but has to pay $[...*...] in royalties to a Third Party, the calculation of royalties is ([...*...]% x $[...*...]) — $[...*...] = $[...*...]; however, the royalty may not be reduced below ([...*...]% x $[...*...]) = $[...*...], so the royalty for the quarter would be $[...*...] given the cumulative royalties paid. (viii) Notwithstanding anything in this Agreement to the contrary, Arcadia shall not owe any royalty payments on sales of Transgenic Oil to Xxxxxx or any Xxxxxx Affiliate and accordingly, such sales shall not be included in calculating Net Sales.

Royalty. In partial (I) As consideration for licenses the license rights granted hereinto FALK by ALTUS under this Agreement, Arcadia FALK shall pay to Xxxxxx ALTUS a royaltx xx Net Sales of the Licensed Produxx xold by FALK (or its Affiliates) at the following [********] royalty rate (wxxxx rate [********] according to the total amount of FALK's [************] Deemed Net Sales (defined below) invoiced sincx xxx Effective Date): [**********] Deemed Net Sales euros ("E") (in millions) [*********] ----------------------- ----------- [*******] [****] [*******] [****] [*******] [****] [*******] [****] Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. [*******] [****] [*******] [****] [*******] [****] By way of example, if FALK's [*******] Deemed Net Sales of the Licensed Product since the Xxxxxxive Date equal [***********], the total royalty owed by FALK would equal [*********], as set forth below. [**********] Deemed Net Example: Sales of (euro) 499 million -------- --------------------------- [*******] [*******************] [*******] [*******************] [*******] [*******************] [*******] [*******************] [*******] [*******************] [*******] [***************] (II) For purposes of this Section 6.4(a), FALK's "[*********] Deemed Net Sales" as of the end of a particular xxxxxxar quarter shall be determined as follows: (i1) For Transgenic Oil containing GLA and/or DGLA If less than [********************] of FALK's gross invoiced sales for the calendax xxxxtxx xxe attributable to sales to Distributors, FALK's "[********] Deemed Net Sales" as the sole product, a royalty of the Royalty Rate times Net Sales xxx xxd of Transgenic Oil; subject to any adjustments as provided below, the “GLA and/or DGLA Royalty Rate” that calendar quarter shall be determined as follows: [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] For example, if Arcadia has paid cumulative royalties of [...*...] and has Net Sales of Transgenic Oil in the next quarter of $[...*...], the calculation of royalty is as followsequal: (a) [...*...******************* ******************************************************* **********************]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...].; and (ii2) For Transgenic Oil containing ARAIf [********************] or more of FALK's gross invoiced sales for the calendax xxxxtxx xxe attributable to sales to Distributors (such gross invoiced sales to Distributors in excess of such [*******] hereinafter referred to as "Excess Distributor Sales"), a royalty equal to the ARA Royalty Rate times non-Xxxxxx FALK's "[*********] Deemed Net Sales Sales" as of ARA Transgenic Oil. Subject to any adjustments as provided below, the “ARA Royalty Rate” xxx xnd of that calendar quarter shall be determined as followsequal: Up to (a) [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % > [...*...] MM [...*...] % Notwithstanding the applicable ARA Royalty Rate stated above, should the concentration of ARA in the ARA Transgenic Oil be other than 40%, the annual volume requirements shall change proportionally. For example, in the event that Arcadia produces an ARA Transgenic Oil that contains a concentration of 20% ARA, the annual volume requirements set forth in the chart above would be doubled, so that, for example, non-Xxxxxx sales of up to [...*...] MM pounds of ARA Transgenic Oil would be subject to an ARA Royalty Rate of [...*...***************************** ******************************************************* ******************************************************* ******************************************************* ******************************************************* *****************************************]%. In the event that [...*...] or during the term of this Agreement there is a successor or assignee material change in the outline conditions in the Territory as they relate to the question whether a Third Party should be considered a [...*...********] License produces more than [...*...] pounds for the purpose of [...*...] with a GLA/DGLA and/or ARA content of greater than [...*...] percent ([...*...]%) but less than [...*...] percent ([...*...]%) in a given calendar yearthis Agreement, the Royalty Rate beginning on Parties undertake to renegotiate in good faith and to adjust the date [...*...]’s production exceeds the definition in Section 1.11 above threshold and continuing during the following twelve-month period, shall be reduced by [...*...] percent [...*...]). If [...*...] produces more than [...*...] of [...*...] with a residual one or more of GLA, DGLA or ARA content of greater than [...*...]%) but not more than [...*...] percent ([...*...]%) in order to reflect such change in the above example, outline conditions from the calculation of royalty would be as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...]situation prevailing at the signing hereof. (iiiIII) For FALK shall pay royalties with respect to sales of the Licensed Produxx xn a combination product sold country by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is an existing marketable application for such combination product, then country basis until the royalty will be later of (ai) the applicable Royalty Rate, times (b) date of expiration of the weight, times (c) last to expire Valid Claim of a Base Patent Covering the weight percentage of Transgenic Oil in the combination product, times (d) the average net selling price of such Transgenic Oil Licensed Product in such marketable application on a per unit weight percentage basis for country, and (ii) [*************] from the Calendar Quarter for which royalties are being calculated. For example, if Arcadia has paid cumulative royalties of $[...*...] and sells [...*...] pounds of soy powder (a combination product) containing [...*...] percent ([...*...]%) by weight of a Transgenic Oil and the average net selling price of a comparable application of such Transgenic Oil is [...*...] the calculation of royalty is [...*...]% x [...*...]% x $[...*...] = [...*...]. (iv) For a combination product sold by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is no existing marketable application for such combination product, then the royalty will be (a) the applicable Royalty Rate, times (b) the weight, times (c) the weight percentage of Transgenic Oil in the combination product, times (d) the higher of, (x) the overall average net selling price of such Transgenic Oil, or (y) the Cost of Goods Sold, on a per unit basis for the Calendar Quarter for which royalties are being calculated. (v) If both Parties determine that the royalty for (d) (iii) or (d) (iv) above prohibits commercial success for a particular application, then the Parties will review the financial data and agree to work together in good faith to find a mutually acceptable business resolution First Commercial Sale of the matter. (vi) Notwithstanding Licensed Product in such country. Portions of this Exhibit were omitted and have been filed separately with the foregoing provisions Secretary of the Section 4(d), if any quantity of Transgenic Oil, either alone or in combination with at least one other component as described above, is used in the manufacture of another product subject to royalty hereunder, or is sold to a sublicensee or an Affiliate of Arcadia, or if rights under more than one patent are used, only one royalty, namely, the royalty applicable Commission pursuant to the ultimate product subject to royalty hereunder, shall be paid to Xxxxxx, in order that duplication Company's application requesting confidential treatment under Rule 406 of royalties be avoidedthe Securities Act. (vii) If Arcadia must pay to a Third Party license fees or royalties to obtain a patent right from such Third Party that is reasonably needed to make, have made, use, sell, offer for sale, and/or import Transgenic Oil, and the Royalty Rate is [...*...] percent ([...*...]%) or higher, then the royalties described in Sections 4(d) shall be reduced by the amount of such fees and royalties actually paid to such Third Party, but if the Royalty Rate is [...*...] percent ([...*...]%), then the royalties described in Section 4(d) shall be reduced by one-half (1/2) the amount of such fees and royalties actually paid to such Third Party; provided, however, that in no event shall the royalties described in Section 4(d) be reduced below the applicable Royalty Rate minus [...*...] percent ([...*...]%). For example, if Arcadia has paid cumulative royalties of $[...*...] and has Net Sales of Transgenic Oil in the quarter just completed of $[...*...], but has to pay $[...*...] in royalties to a Third Party, the calculation of royalties is ([...*...]% x $[...*...]) — $[...*...] = $[...*...]; however, the royalty may not be reduced below ([...*...]% x $[...*...]) = $[...*...], so the royalty for the quarter would be $[...*...] given the cumulative royalties paid. (viii) Notwithstanding anything in this Agreement to the contrary, Arcadia shall not owe any royalty payments on sales of Transgenic Oil to Xxxxxx or any Xxxxxx Affiliate and accordingly, such sales shall not be included in calculating Net Sales.

Royalty. 5.01 In partial consideration for of the rights and licenses granted hereinto Kissei validly hereunder, Arcadia Kissei shall, in addition to the payments as per paragraph 4.01 hereof, pay to Protox, commencing with the first commercial launch of the Product in the Territory, a royalty of [*…***…] percent ([…***…]%) of Net Sales in the Territory (the “Royalty Rate”) until the last to expire of all of the Valid Claims in the Territory or for a period of […***…] * ***Confidential Treatment Requested following the first commercial launch of the Product in the Territory, whichever is longer (the “Royalty Period”). Both parties agree that the Royalty Rate includes any and all royalties which Protox shall pay to Xxxxxx Third Parties, UVIDC and The Xxxxx Xxxxxxx University for any rights licensed to Kissei hereunder. For the avoidance of doubt and subject to paragraph 5.05, in no event shall Kissei be obligated or required to pay any royalties, in addition to the Royalty Rate, to Third Parties, UVIDC and the Xxxxx Xxxxxxx University. The Royalty Rate shall be reduced upon occurrence of certain events as follows: (i) For Transgenic Oil containing GLA and/or DGLA as the sole product, a royalty After expiration of the Royalty Period and provided that there is no further extension granted by virtue of Data Exclusivity for the Product or Combination Product(s) or Orphan Drug Designation in the Territory or generic product for the Product has been launched in the Territory, the Royalty Rate times which Kissei owes to Protox at the time shall be reduced to [*…***…] percent ([…***…]%) of Net Sales in the Territory. For greater certainty and for the purposes of Transgenic Oil; subject to any adjustments as provided belowthis paragraph 5.01, the “GLA and/or DGLA Royalty Rategeneric product” shall be determined as follows: [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] For example, if Arcadia has paid cumulative royalties mean a product which is chemically identical to the Product but is marketed using the chemical makeup of [...*...] and has Net Sales of Transgenic Oil in the next quarter of $[...*...], product or under a trademark other than the calculation of royalty is as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...]Trademark for such Product. (ii) For Transgenic Oil containing ARAAfter any generic product for the Product launches in the Territory and achieves a […***…]% or greater share of the Product market in […***…], a royalty equal to the ARA Royalty Rate times non-Xxxxxx which Kissei owes to Protox shall be reduced to […***…] percent ([…***…]%) of Net Sales in the Territory at such time and thereafter. For the purposes of ARA Transgenic Oil. Subject to any adjustments as provided belowthis Agreement, the “ARA Royalty Ratemarket share” shall be determined as follows: Up by reference to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % > [...*...] MM [...*...] % Notwithstanding written evidence of a reliable source. Protox and Kissei acknowledge that the applicable ARA Royalty Rate stated above, should in this section was determined considering that Protox shall pay certain royalties to UVIDC and the concentration of ARA in Xxxxx Xxxxxxx University. Consequently and provided that the ARA Transgenic Oil be other than 40%, the annual volume requirements shall change proportionally. For exampleRoyalty Rate has not been reduced pursuant to paragraph 5.05, in the event case that Arcadia produces an ARA Transgenic Oil that contains a concentration of 20% ARA, Protox is no longer required to pay the annual volume requirements set forth in royalties to UVIDC and the chart above would be doubled, so that, for example, non-Xxxxxx sales of up to [...*...] MM pounds of ARA Transgenic Oil would be subject to an ARA Royalty Rate of [...*...]%. In the event that [...*...] or a successor or assignee to the [...*...] License produces more than [...*...] pounds of [...*...] with a GLA/DGLA and/or ARA content of greater than [...*...] percent ([...*...]%) but less than [...*...] percent ([...*...]%) in a given calendar yearXxxxx Xxxxxxx University, the Royalty Rate beginning on the date [...*...]’s production exceeds the above threshold and continuing during the following twelve-month period, shall be reduced by [...*...] percent [...*...]). If [...*...] produces more than [...*...] of [...*...] with a residual one or more of GLA, DGLA or ARA content of greater than [...*...]%) but not more than [...*...] percent ([...*...]%) in the above example, the calculation of royalty would be as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...]. (iii) For a combination product sold by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is an existing marketable application for such combination product, then the royalty will be (a) the applicable Royalty Rate, times (b) the weight, times (c) the weight percentage of Transgenic Oil in the combination product, times (d) the average net selling price of such Transgenic Oil in such marketable application on a per unit weight percentage basis for the Calendar Quarter for which royalties are being calculated. For example, if Arcadia has paid cumulative royalties of $[...*...] and sells [...*...] pounds of soy powder (a combination product) containing [...*...] percent ([...*...]%) by weight of a Transgenic Oil and the average net selling price of a comparable application of such Transgenic Oil is [...*...] the calculation of royalty is [...*...]% x [...*...]% x $[...*...] = [...*...]. (iv) For a combination product sold by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is no existing marketable application for such combination product, then the royalty will be (a) the applicable Royalty Rate, times (b) the weight, times (c) the weight percentage of Transgenic Oil in the combination product, times (d) the higher of, (x) the overall average net selling price of such Transgenic Oil, or (y) the Cost of Goods Sold, on a per unit basis for the Calendar Quarter for which royalties are being calculated. (v) If both Parties determine that the royalty for (d) (iii) or (d) (iv) above prohibits commercial success for a particular application, then the Parties will review the financial data and agree to work together in good faith to find a mutually acceptable business resolution of the matter. (vi) Notwithstanding the foregoing provisions of the Section 4(d), if any quantity of Transgenic Oil, either alone or in combination with at least one other component as described above, is used in the manufacture of another product subject to royalty hereunder, or is sold to a sublicensee or an Affiliate of Arcadia, or if rights under more than one patent are used, only one royalty, namely, the royalty applicable to the ultimate product subject to royalty hereunder, shall be paid to Xxxxxx, in order that duplication of royalties be avoided. (vii) If Arcadia must pay to a Third Party license fees or royalties to obtain a patent right from such Third Party that is reasonably needed to make, have made, use, sell, offer for sale, and/or import Transgenic Oil, and the Royalty Rate is [...*...] percent ([...*...]%) or higher, then the royalties described in Sections 4(d) shall be reduced by the amount equal to what Protox would have been obliged to pay UVIDC and the Xxxxx Xxxxxxx University, but for the expiry of such fees royalty obligations. * ***Confidential Treatment Requested 5.02 Kissei shall keep, and royalties actually paid shall cause its Affiliates and its Authorized Sublicensees to such Third Partykeep, but if true and correct accounting books relating to the Royalty Rate is [...*...] percent royalty payable to Protox hereunder and shall deliver to Protox the royalty statements within thirty-five ([...*...]%), then 35) days following the royalties described in Section 4(d) close of each calendar quarter during the term of this Agreement for said calendar quarter and shall be reduced by one-half (1/2) at the same time pay to Protox the amount of such fees and royalties actually royalty shown to be due. Such amount shall be paid by US dollars, calculated from the exchange rate posted in The Wall Street Journal published on the last day of such calendar quarter. 5.03 Any income or other tax which Kissei is required to pay or withhold on behalf of Protox with respect to any payments payable to Protox hereunder shall be deducted from the amount of such Third Party; payments otherwise due, provided, however, that in no event regard to any such deduction, Kissei shall give Protox such assistance as may reasonably be necessary to enable or assist Protox to claim exemption therefrom and shall, upon request, give Protox proper evidence from time to time as to the royalties described in Section 4(dpayment of the tax. 5.04 Protox shall have the right to have a public and neutral accounting firm of its own selection, except one to whom Kissei may have reasonable objection, and at its own expense, examine the relevant books and records of account of Kissei and its Authorized Sublicensees during reasonable business hours upon reasonable prior written notice to Kissei and not more often than once each calendar year, for not more than five (5) previous years, to determine whether appropriate accounting and payment have been made to Protox hereunder. Protox may exercise such right until the end of one (1) year after termination by Protox or expiration of this Agreement. Said public accounting firm shall treat as confidential, and shall not disclose to Protox, any information other than information which shall be reduced below the applicable Royalty Rate minus given to Protox pursuant to any provision of this Agreement. 5.05 If [...*...…***…]; and […***…]; and […***…], then […***…] percent (* ***Confidential Treatment Requested [...*...]%). For example, if Arcadia has paid cumulative royalties of $…***…] [...…*...**…] […***…] […***…] […***…] […***…] […***…] […***…] Kissei and has Net Sales of Transgenic Oil Protox will cooperate and both participate in the quarter just completed negotiation of $[...*...]any license for which Kissei seeks the application of this paragraph 5.05. Neither party shall enter into any such license without the prior written consent of the other, but has to pay $[...*...] in royalties to a Third Party, the calculation of royalties is ([...*...]% x $[...*...]) — $[...*...] = $[...*...]; however, the royalty may not be reduced below ([...*...]% x $[...*...]) = $[...*...], so the royalty for the quarter would be $[...*...] given the cumulative royalties paidacting reasonably. (viii) Notwithstanding anything in this Agreement to the contrary, Arcadia shall not owe any royalty payments on sales of Transgenic Oil to Xxxxxx or any Xxxxxx Affiliate and accordingly, such sales shall not be included in calculating Net Sales.

Royalty. In partial consideration for licenses granted herein, Arcadia (a) Licensee shall pay USC royalties of […***…] percent ([…***…]%) on aggregate annual worldwide NET SALES of PRODUCTS by Licensee and its SUBLICENSEES. The obligation to Xxxxxx as followspay royalties under this Paragraph 4(a) shall expire on a PRODUCT-by-PRODUCT and country-by-country basis upon expiration of the last-to-expire VALID CLAIM of the PATENTS covering a PRODUCT in a country. For purposes of clarification, Licensee is not obligated to pay multiple royalties if any PRODUCT is covered by more than one VALID CLAIM of the PATENTS or the same PRODUCT is covered by VALID CLAIMS in two or more countries. (b) At any time on or before the […***…] anniversary of the Effective Date, Licensee shall have the option to reduce the royalty to […***…] percent ([…***…]%) of NET SALES upon written notice to USC and payment to USC of the applicable option exercise fee specified below: (i) For Transgenic Oil containing GLA and/or DGLA as […***…] Dollars ($[…***…]) if such option is exercised on or before the sole product, a royalty […***…] anniversary of the Royalty Rate times Net Sales of Transgenic Oil; subject to any adjustments as provided below, the “GLA and/or DGLA Royalty Rate” shall be determined as follows: [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] For example, if Arcadia has paid cumulative royalties of [...*...] and has Net Sales of Transgenic Oil in the next quarter of $[...*...], the calculation of royalty is as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...].Effective Date; (ii) For Transgenic Oil containing ARA, a royalty equal to the ARA Royalty Rate times non-Xxxxxx Net Sales of ARA Transgenic Oil. Subject to any adjustments as provided below, the “ARA Royalty Rate” shall be determined as follows: Up to [...…*...**…] MM Dollars ($[...…*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % > [...*...] MM [...*...] % Notwithstanding the applicable ARA Royalty Rate stated above, should the concentration of ARA in the ARA Transgenic Oil be other than 40%, the annual volume requirements shall change proportionally. For example, in the event that Arcadia produces an ARA Transgenic Oil that contains a concentration of 20% ARA, the annual volume requirements set forth in the chart above would be doubled, so that, for example, non-Xxxxxx sales of up to [...*...] MM pounds of ARA Transgenic Oil would be subject to an ARA Royalty Rate of [...*...…]%. In the event that [...*...] or a successor or assignee to ) if such option is exercised after the [...…*...**…] License produces more than anniversary of the Effective Date and on or before the [...…*...**…] pounds anniversary of [...*...] with a GLA/DGLA and/or ARA content of greater than [...*...] percent ([...*...]%) but less than [...*...] percent ([...*...]%) in a given calendar year, the Royalty Rate beginning on the date [...*...]’s production exceeds the above threshold and continuing during the following twelve-month period, shall be reduced by [...*...] percent [...*...]). If [...*...] produces more than [...*...] of [...*...] with a residual one or more of GLA, DGLA or ARA content of greater than [...*...]%) but not more than [...*...] percent ([...*...]%) in the above example, the calculation of royalty would be as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...].Effective Date; or (iii) For a combination product sold by Arcadia […***…] Dollars ($[…***…]) if such option is exercised after the […***…] anniversary of the Effective Date and on or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is an existing marketable application for such combination product, then before the royalty will be (a) […***…] anniversary of the applicable Royalty Rate, times (b) the weight, times Effective Date. (c) In addition to the weight percentage of Transgenic Oil royalty described in the combination productParagraph 4(a), times (d) the average net selling price of such Transgenic Oil in such marketable application on a per unit weight percentage basis for the Calendar Quarter for which royalties are being calculated. For example, if Arcadia has paid cumulative royalties of $Licensee shall pay USC [...…*...**…] and sells [...*...] pounds of soy powder (a combination product) containing [...*...] percent ([...…*...**…]%) by weight of NON-ROYALTY SUBLICENSE REVENUE received from a Transgenic Oil and the average net selling price of a comparable application of such Transgenic Oil is [...*...] the calculation of royalty is [...*...]% x [...*...]% x $[...*...] = [...*...]. (iv) For a combination product sold by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is no existing marketable application for such combination product, then the royalty will be (a) the applicable Royalty Rate, times (b) the weight, times (c) the weight percentage of Transgenic Oil in the combination product, times (d) the higher of, (x) the overall average net selling price of such Transgenic Oil, or (y) the Cost of Goods Sold, on a per unit basis for the Calendar Quarter for which royalties are being calculated. (v) If both Parties determine that the royalty for (d) (iii) or (d) (iv) above prohibits commercial success for a particular application, then the Parties will review the financial data and agree to work together in good faith to find a mutually acceptable business resolution of the matter. (vi) Notwithstanding the foregoing provisions of the Section 4(d), if any quantity of Transgenic Oil, either alone or in combination with at least one other component as described above, is used in the manufacture of another product subject to royalty hereunder, or is sold to a sublicensee or an Affiliate of Arcadia, or if rights under more than one patent are used, only one royalty, namely, the royalty applicable to the ultimate product subject to royalty hereunder, shall be paid to Xxxxxx, in order that duplication of royalties be avoided. (vii) If Arcadia must pay to a Third Party license fees or royalties to obtain a patent right from such Third Party that is reasonably needed to make, have made, use, sell, offer for sale, and/or import Transgenic Oil, and the Royalty Rate is [...*...] percent ([...*...]%) or higher, then the royalties described in Sections 4(d) shall be reduced by the amount of such fees and royalties actually paid to such Third Party, but if the Royalty Rate is [...*...] percent ([...*...]%), then the royalties described in Section 4(d) shall be reduced by one-half (1/2) the amount of such fees and royalties actually paid to such Third PartySUBLICENSEE; provided, however, that in no event shall if USC exercises the royalties option described in Section 4(dParagraph 4(b) above, then the percentage of NON-ROYALTY SUBLICENSE REVENUE payable to USC under this Paragraph 4(c) will be reduced below the applicable Royalty Rate minus to [...…*...**…] percent ([...…*...**…]%). For example, if Arcadia has paid cumulative royalties of $[...*...] and has Net Sales of Transgenic Oil in the quarter just completed of $[...*...], but has to pay $[...*...] in royalties to a Third Party, the calculation of royalties is ([...*...]% x $[...*...]) — $[...*...] = $[...*...]; however, the royalty may not be reduced below ([...*...]% x $[...*...]) = $[...*...], so the royalty for the quarter would be $[...*...] given the cumulative royalties paid. (viiid) Notwithstanding anything in this Agreement Licensee will pay an annual minimum royalty of […***…] Dollars ($[…***…]) commencing with the […***…] after Licensee and its SUBLICENSEES’ annual NET SALES of PRODUCTS reach a total of […***…] dollars ($[…***…]) and for each succeeding year for which royalties are due under Paragraph 4(a); provided, however, that if such PRODUCTS are subsequently recalled or removed from the market, then the minimum royalty obligation shall be suspended upon such recall or removal until such time (if ever) as Licensee and its SUBLICENSEES’ annual NET SALES of PRODUCTS again reach a total of […***…] dollars ($[…***…]). Should Licensee fail to make earned royalty payments sufficient to meet said minimum royalty requirements in 5. any calendar year, Licensee shall pay to USC the difference between the earned royalty and the minimum royalty requirement within […***…] days after the end of such calendar year. Unless Licensee is required to deliver a written earned royalty report under Paragraph 4(e) corresponding to the contraryquarter in which minimum royalties are due, Arcadia Licensee shall not owe any royalty payments on sales of Transgenic Oil to Xxxxxx or any Xxxxxx Affiliate and accordingly, such sales shall not be included deliver a report including the information itemized in calculating Net SalesParagraph 4(e) at the time it pays that respective minimum royalty.

Royalty. In partial consideration for licenses granted herein, Arcadia shall pay to Xxxxxx as follows: (i) For Transgenic Oil containing GLA and/or DGLA as the sole product, Geron agrees to pay to WARF xx "earned royalties" a royalty calculated as a percentage of the Royalty Rate times Net Sales Selling Price of Transgenic Oil; subject to any adjustments Products in accordance with the terms and conditions of this Agreement. The royalty is deemed earned as provided belowof the earlier of the date the Product is actually sold and paid for, the “GLA and/or DGLA Royalty Rate” date an invoice is sent by Geron, or the date a Product is transferred to a third party for any promotional reasons. The royalty shall be determined as follows: [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] For example, if Arcadia has paid cumulative royalties remain fixed while this Agreement is in effect at a rate of [...*...] and has Net Sales of Transgenic Oil in the next quarter of $[...*...], the calculation of royalty is as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...]. (ii) For Transgenic Oil containing ARA, a royalty equal to the ARA Royalty Rate times non-Xxxxxx Net Sales of ARA Transgenic Oil. Subject to any adjustments as provided below, the “ARA Royalty Rate” shall be determined as follows: Up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % > [...*...] MM [...*...] % Notwithstanding the applicable ARA Royalty Rate stated above, should the concentration of ARA in the ARA Transgenic Oil be other than 40%, the annual volume requirements shall change proportionally. For example, in the event that Arcadia produces an ARA Transgenic Oil that contains a concentration of 20% ARA, the annual volume requirements set forth in the chart above would be doubled, so that, for example, non-Xxxxxx sales of up to [...*...] MM pounds of ARA Transgenic Oil would be subject to an ARA Royalty Rate of [...*...]%. In the event that [...*...] or a successor or assignee to the [...*...] License produces more than [...*...] pounds of [...*...] with a GLA/DGLA and/or ARA content of greater than [...*...] percent ([...***...]%) but less than of the Selling Price for Therapeutic Products and [...***...] percent ([...*...]%) in a given calendar year, the Royalty Rate beginning on the date [...*...]’s production exceeds the above threshold and continuing during the following twelve-month period, shall be reduced by [...*...] percent [...*...]). If [...*...] produces more than [...*...] of [...*...] with a residual one or more of GLA, DGLA or ARA content of greater than [...*...]%) but of the Selling Price for Diagnostic Products and Research Products. (ii) If Geron must make payments to one or more third parties during any calendar year to obtain a license or similar right in the absence of which Geron could not more than legally make, use or sell the Products or Research Products, then Geron may deduct [...***...] percent ([...***...]%) in the above exampleof such third party payments from royalties payable to WARF xxxh respect to that calendar year, the calculation of royalty would be as follows: (provided that such deduction -------- [...*...]% x $[...**...] = $MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. does not exceed [...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...]. (iii) For a combination product sold by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is an existing marketable application for such combination product, then the royalty will be (a) the applicable Royalty Rate, times (b) the weight, times (c) the weight percentage of Transgenic Oil in the combination product, times (d) the average net selling price of such Transgenic Oil in such marketable application on a per unit weight percentage basis for the Calendar Quarter for which royalties are being calculated. For example, if Arcadia has paid cumulative royalties of $[...*...] and sells [...*...] pounds of soy powder (a combination product) containing [...*...] percent ([...*...]%) by weight of a Transgenic Oil and the average net selling price of a comparable application of such Transgenic Oil is [...*...] the calculation of royalty is [...*...]% x [...*...]% x $[...*...] = [...*...]. (iv) For a combination product sold by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is no existing marketable application for such combination product, then the royalty will be (a) the applicable Royalty Rate, times (b) the weight, times (c) the weight percentage of Transgenic Oil in the combination product, times (d) the higher of, (x) the overall average net selling price of such Transgenic Oil, or (y) the Cost of Goods Sold, on a per unit basis for the Calendar Quarter for which royalties are being calculated. (v) If both Parties determine that the royalty for (d) (iii) or (d) (iv) above prohibits commercial success for a particular application, then the Parties will review the financial data and agree to work together in good faith to find a mutually acceptable business resolution of the matter. (vi) Notwithstanding the foregoing provisions of the Section 4(d), if any quantity of Transgenic Oil, either alone or in combination with at least one other component as described above, is used in the manufacture of another product subject to royalty hereunder, or is sold to a sublicensee or an Affiliate of Arcadia, or if rights under more than one patent are used, only one royalty, namely, the royalty applicable to the ultimate product subject to royalty hereunder, shall be paid to Xxxxxx, in order that duplication of royalties be avoided. (vii) If Arcadia must pay to a Third Party license fees or royalties to obtain a patent right from such Third Party that is reasonably needed to make, have made, use, sell, offer for sale, and/or import Transgenic Oil, and the Royalty Rate is [...*...] percent ([...*...]%) or higher, then of the royalties described in Sections 4(d) shall be reduced by the amount of such fees and royalties actually paid payable to such Third Party, but if the Royalty Rate is [...*...] percent ([...*...]%), then the royalties described in Section 4(d) shall be reduced by one-half (1/2) the amount of such fees and royalties actually paid to such Third Party; provided, however, that in no event shall the royalties described in Section 4(d) be reduced below the applicable Royalty Rate minus [...*...] percent ([...*...]%). For example, if Arcadia has paid cumulative royalties of $[...*...] and has Net Sales of Transgenic Oil in the quarter just completed of $[...*...], but has to pay $[...*...] in royalties to a Third Party, the calculation of royalties is ([...*...]% x $[...*...]) — $[...*...] = $[...*...]; however, the royalty may not be reduced below ([...*...]% x $[...*...]) = $[...*...], so the royalty for the quarter would be $[...*...] given the cumulative royalties paid. (viii) Notwithstanding anything in WARF xxxer this Agreement to the contrary, Arcadia shall not owe any royalty payments on sales of Transgenic Oil to Xxxxxx or any Xxxxxx Affiliate and accordingly, during such sales shall not be included in calculating Net Salescalendar year.

Royalty. In partial consideration for licenses granted herein, Arcadia (a) Licensee shall pay USC royalties of […***…] percent ([…***…]%) on aggregate annual worldwide NET SALES of PRODUCTS by Licensee and its SUBLICENSEES. The obligation to Xxxxxx as followspay royalties under this Paragraph 4(a) shall expire on a PRODUCT-by-PRODUCT and country-by-country basis upon expiration of the last-to-expire VALID CLAIM of the PATENTS covering a PRODUCT in a country. For purposes of clarification, Licensee is not obligated to pay multiple royalties if any PRODUCT is covered by more than one VALID CLAIM of the PATENTS or the same PRODUCT is covered by VALID CLAIMS in two or more countries. (b) At any time on or before the […***…] anniversary of the Effective Date, Licensee shall have the option to reduce the royalty to […***…] percent ([…***…]%) of NET SALES upon written notice to USC and payment to USC of the applicable option exercise fee specified below: (i) For Transgenic Oil containing GLA and/or DGLA as […***…] Dollars ($[…***…]) if such option is exercised on or before the sole product, a royalty […***…] anniversary of the Royalty Rate times Net Sales of Transgenic Oil; subject to any adjustments as provided below, the “GLA and/or DGLA Royalty Rate” shall be determined as follows: [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] For example, if Arcadia has paid cumulative royalties of [...*...] and has Net Sales of Transgenic Oil in the next quarter of $[...*...], the calculation of royalty is as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...].Effective Date; (ii) For Transgenic Oil containing ARA, a royalty equal to the ARA Royalty Rate times non-Xxxxxx Net Sales of ARA Transgenic Oil. Subject to any adjustments as provided below, the “ARA Royalty Rate” shall be determined as follows: Up to [...…*...**…] MM Dollars ($[...…*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % > [...*...] MM [...*...] % Notwithstanding the applicable ARA Royalty Rate stated above, should the concentration of ARA in the ARA Transgenic Oil be other than 40%, the annual volume requirements shall change proportionally. For example, in the event that Arcadia produces an ARA Transgenic Oil that contains a concentration of 20% ARA, the annual volume requirements set forth in the chart above would be doubled, so that, for example, non-Xxxxxx sales of up to [...*...] MM pounds of ARA Transgenic Oil would be subject to an ARA Royalty Rate of [...*...…]%. In the event that [...*...] or a successor or assignee to ) if such option is exercised after the [...…*...**…] License produces more than anniversary of the Effective Date and on or before the [...…*...**…] pounds anniversary of [...*...] with a GLA/DGLA and/or ARA content of greater than [...*...] percent ([...*...]%) but less than [...*...] percent ([...*...]%) in a given calendar year, the Royalty Rate beginning on the date [...*...]’s production exceeds the above threshold and continuing during the following twelve-month period, shall be reduced by [...*...] percent [...*...]). If [...*...] produces more than [...*...] of [...*...] with a residual one or more of GLA, DGLA or ARA content of greater than [...*...]%) but not more than [...*...] percent ([...*...]%) in the above example, the calculation of royalty would be as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...].Effective Date; or (iii) For a combination product sold by Arcadia […***…] Dollars ($[…***…]) if such option is exercised after the […***…] anniversary of the Effective Date and on or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is an existing marketable application for such combination product, then before the royalty will be (a) […***…] anniversary of the applicable Royalty Rate, times (b) the weight, times Effective Date. (c) In addition to the weight percentage of Transgenic Oil royalty described in the combination productParagraph 4(a), times (d) the average net selling price of such Transgenic Oil in such marketable application on a per unit weight percentage basis for the Calendar Quarter for which royalties are being calculated. For example, if Arcadia has paid cumulative royalties of $Licensee shall pay USC [...…*...**…] and sells [...*...] pounds of soy powder (a combination product) containing [...*...] percent ([...…*...**…]%) by weight of NON-ROYALTY SUBLICENSE REVENUE received from a Transgenic Oil and the average net selling price of a comparable application of such Transgenic Oil is [...*...] the calculation of royalty is [...*...]% x [...*...]% x $[...*...] = [...*...]. (iv) For a combination product sold by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is no existing marketable application for such combination product, then the royalty will be (a) the applicable Royalty Rate, times (b) the weight, times (c) the weight percentage of Transgenic Oil in the combination product, times (d) the higher of, (x) the overall average net selling price of such Transgenic Oil, or (y) the Cost of Goods Sold, on a per unit basis for the Calendar Quarter for which royalties are being calculated. (v) If both Parties determine that the royalty for (d) (iii) or (d) (iv) above prohibits commercial success for a particular application, then the Parties will review the financial data and agree to work together in good faith to find a mutually acceptable business resolution of the matter. (vi) Notwithstanding the foregoing provisions of the Section 4(d), if any quantity of Transgenic Oil, either alone or in combination with at least one other component as described above, is used in the manufacture of another product subject to royalty hereunder, or is sold to a sublicensee or an Affiliate of Arcadia, or if rights under more than one patent are used, only one royalty, namely, the royalty applicable to the ultimate product subject to royalty hereunder, shall be paid to Xxxxxx, in order that duplication of royalties be avoided. (vii) If Arcadia must pay to a Third Party license fees or royalties to obtain a patent right from such Third Party that is reasonably needed to make, have made, use, sell, offer for sale, and/or import Transgenic Oil, and the Royalty Rate is [...*...] percent ([...*...]%) or higher, then the royalties described in Sections 4(d) shall be reduced by the amount of such fees and royalties actually paid to such Third Party, but if the Royalty Rate is [...*...] percent ([...*...]%), then the royalties described in Section 4(d) shall be reduced by one-half (1/2) the amount of such fees and royalties actually paid to such Third PartySUBLICENSEE; provided, however, that in no event shall if USC exercises the royalties option described in Section 4(dParagraph 4(b) above, then the percentage of NON-ROYALTY SUBLICENSE REVENUE payable to USC under this Paragraph 4(c) will be reduced below the applicable Royalty Rate minus to [...…*...**…] percent ([...…*...**…]%). For example, if Arcadia has paid cumulative royalties of $[...*...] and has Net Sales of Transgenic Oil in the quarter just completed of $[...*...], but has to pay $[...*...] in royalties to a Third Party, the calculation of royalties is ([...*...]% x $[...*...]) — $[...*...] = $[...*...]; however, the royalty may not be reduced below ([...*...]% x $[...*...]) = $[...*...], so the royalty for the quarter would be $[...*...] given the cumulative royalties paid. (viiid) Notwithstanding anything Licensee will pay an annual minimum royalty of […***…] Dollars ($[…***…]) commencing with the […***…] after Licensee and its SUBLICENSEES’ annual NET SALES of PRODUCTS reach a total of […***…] dollars ($[…***…]) and for each succeeding year for which royalties are due under Paragraph 4(a); provided, however, that if such PRODUCTS are subsequently recalled or removed from the market, then the minimum royalty obligation shall be suspended upon such recall or removal until such time (if ever) as Licensee and its SUBLICENSEES’ annual NET SALES of PRODUCTS again reach a total of […***…] dollars ($[…***…]). Should Licensee fail to make earned royalty payments sufficient to meet said minimum royalty requirements in this Agreement ***Confidential Treatment Requested 5. any calendar year, Licensee shall pay to USC the difference between the earned royalty and the minimum royalty requirement within […***…] days after the end of such calendar year. Unless Licensee is required to deliver a written earned royalty report under Paragraph 4(e) corresponding to the contraryquarter in which minimum royalties are due, Arcadia Licensee shall not owe any royalty payments on sales of Transgenic Oil to Xxxxxx or any Xxxxxx Affiliate and accordingly, such sales shall not be included deliver a report including the information itemized in calculating Net SalesParagraph 4(e) at the time it pays that respective minimum royalty.

Royalty. In partial (i) As consideration for licenses the license rights granted hereinto FALK by ALTUS under this Agreement, Arcadia FALK shall pay to Xxxxxx ALTUS a royaltx xx Net Sales of the Licensed Produxx xold by FALK (or its Affiliates) at the following [********] royalty rate (wxxxx rate [********] according to the total amount of FALK's [************] Deemed Net Sales (defined below) invoiced sincx xxx Effective Date): [**********] Deemed Net Sales euros ("(euro)") (in millions) [*********] [*******] [****] [*******] [****] [*******] [****] [*******] [****] [*******] [****] [*******] [****] [*******] [****] PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. By way of example, if FALK's [*******] Deemed Net Sales of the Licensed Product since the Xxxxxxive Date equal [***********], the total royalty owed by FALK would equal [*********], as set forth below. [**********] Deemed Net Example: Sales of (euro) 499 million [*******] [*******************] [*******] [*******************] [*******] [*******************] [*******] [*******************] [*******] [*******************] [*******] [***************] (ii) For purposes of this Section 6.4(a), FALK's "[*********] Deemed Net Sales" as of the end of a particular xxxxxxar quarter shall be determined as follows: (i1) For Transgenic Oil containing GLA and/or DGLA as If less than [********************] of FALK's gross invoiced sales for the sole productcaxxxxxx quarter are attributable to sales to Distributors, a royalty FALK's "[********] Deemed Net Sales" ax xx xhe end of the Royalty Rate times Net Sales of Transgenic Oil; subject to any adjustments as provided below, the “GLA and/or DGLA Royalty Rate” that calendar quarter shall be determined as follows: [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] [...*...] For example, if Arcadia has paid cumulative royalties of [...*...] and has Net Sales of Transgenic Oil in the next quarter of $[...*...], the calculation of royalty is as followsequal: (a) [...*...]% x $[...*...********************************************** *************************************************] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...].; and (ii2) For Transgenic Oil containing ARAIf [********************] or more of FALK's gross invoiced sales for the caxxxxxx quarter are attributable to sales to Distributors (such gross invoiced sales to Distributors in excess of such [*******] hereinafter referred to as "Excess Distributor Sales"), a royalty equal to FALK's "[*********] Deemed Net Sales" xx xx the ARA Royalty Rate times non-Xxxxxx Net Sales end of ARA Transgenic Oil. Subject to any adjustments as provided below, the “ARA Royalty Rate” that calendar quarter shall be determined as followsequal: Up to (a) [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % up to [...*...] MM [...*...] % > [...*...] MM [...*...] % Notwithstanding the applicable ARA Royalty Rate stated above, should the concentration of ARA in the ARA Transgenic Oil be other than 40%, the annual volume requirements shall change proportionally. For example, in the event that Arcadia produces an ARA Transgenic Oil that contains a concentration of 20% ARA, the annual volume requirements set forth in the chart above would be doubled, so that, for example, non-Xxxxxx sales of up to [...*...] MM pounds of ARA Transgenic Oil would be subject to an ARA Royalty Rate of [...*...****** ************************************************* ************************************************* ************************************************* ************************************************* ************************************************* ***************************************]%. In the event that [...*...] or during the term of this Agreement there is a successor or assignee material change in the outline conditions in the Territory as they relate to the question whether a Third Party should be considered a [...*...********] License produces more than [...*...] pounds for the purpose of [...*...] with a GLA/DGLA and/or ARA content of greater than [...*...] percent ([...*...]%) but less than [...*...] percent ([...*...]%) in a given calendar yearthis Agreement, the Royalty Rate beginning on Parties undertake to renegotiate in good faith and to adjust the date [...*...]’s production exceeds the definition in Section 1.11 above threshold and continuing during the following twelve-month period, shall be reduced by [...*...] percent [...*...]). If [...*...] produces more than [...*...] of [...*...] with a residual one or more of GLA, DGLA or ARA content of greater than [...*...]%) but not more than [...*...] percent ([...*...]%) in order to reflect such change in the above example, outline conditions from the calculation of royalty would be as follows: ([...*...]% x $[...*...] = $[...*...]) + ([...*...]% x $[...*...] = $[...*...]) = $[...*...]situation prevailing at the signing hereof. (iii) For FALK shall pay royalties with respect to sales of the Licensed Produxx xn a combination product sold country by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is an existing marketable application for such combination product, then country basis until the royalty will be later of (ai) the applicable Royalty Rate, times (b) date of expiration of the weight, times (c) last to expire Valid Claim of a Base Patent Covering the weight percentage of Transgenic Oil in the combination product, times (d) the average net selling price of such Transgenic Oil Licensed Product in such marketable application on a per unit weight percentage basis for country, and (ii) [*************] from the Calendar Quarter for which royalties are being calculated. For example, if Arcadia has paid cumulative royalties of $[...*...] and sells [...*...] pounds of soy powder (a combination product) containing [...*...] percent ([...*...]%) by weight of a Transgenic Oil and the average net selling price of a comparable application of such Transgenic Oil is [...*...] the calculation of royalty is [...*...]% x [...*...]% x $[...*...] = [...*...]. (iv) For a combination product sold by Arcadia or an Arcadia Affiliate that contains Transgenic Oil and one or more additional components and for which there is no existing marketable application for such combination product, then the royalty will be (a) the applicable Royalty Rate, times (b) the weight, times (c) the weight percentage of Transgenic Oil in the combination product, times (d) the higher of, (x) the overall average net selling price of such Transgenic Oil, or (y) the Cost of Goods Sold, on a per unit basis for the Calendar Quarter for which royalties are being calculated. (v) If both Parties determine that the royalty for (d) (iii) or (d) (iv) above prohibits commercial success for a particular application, then the Parties will review the financial data and agree to work together in good faith to find a mutually acceptable business resolution First Commercial Sale of the matterLicensed Product in such country. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. (vi) Notwithstanding the foregoing provisions of the Section 4(d), if any quantity of Transgenic Oil, either alone or in combination with at least one other component as described above, is used in the manufacture of another product subject to royalty hereunder, or is sold to a sublicensee or an Affiliate of Arcadia, or if rights under more than one patent are used, only one royalty, namely, the royalty applicable to the ultimate product subject to royalty hereunder, shall be paid to Xxxxxx, in order that duplication of royalties be avoided. (vii) If Arcadia must pay to a Third Party license fees or royalties to obtain a patent right from such Third Party that is reasonably needed to make, have made, use, sell, offer for sale, and/or import Transgenic Oil, and the Royalty Rate is [...*...] percent ([...*...]%) or higher, then the royalties described in Sections 4(d) shall be reduced by the amount of such fees and royalties actually paid to such Third Party, but if the Royalty Rate is [...*...] percent ([...*...]%), then the royalties described in Section 4(d) shall be reduced by one-half (1/2) the amount of such fees and royalties actually paid to such Third Party; provided, however, that in no event shall the royalties described in Section 4(d) be reduced below the applicable Royalty Rate minus [...*...] percent ([...*...]%). For example, if Arcadia has paid cumulative royalties of $[...*...] and has Net Sales of Transgenic Oil in the quarter just completed of $[...*...], but has to pay $[...*...] in royalties to a Third Party, the calculation of royalties is ([...*...]% x $[...*...]) — $[...*...] = $[...*...]; however, the royalty may not be reduced below ([...*...]% x $[...*...]) = $[...*...], so the royalty for the quarter would be $[...*...] given the cumulative royalties paid. (viii) Notwithstanding anything in this Agreement to the contrary, Arcadia shall not owe any royalty payments on sales of Transgenic Oil to Xxxxxx or any Xxxxxx Affiliate and accordingly, such sales shall not be included in calculating Net Sales.