Common use of Earned Royalties Clause in Contracts

Earned Royalties. In partial consideration of the License, Company will pay to Drexel for each Quarter during the term of this Agreement a royalty equal to [***] of Net Sales of a Licensed Product for the Quarter. The [***] royalty rate may be reduced on a Licensed Product-by-Licensed Product, quarter-by-quarter and territory-by-territory basis as follows: (i) in the event Company pays royalties to Drexel and one or more third parties or to Drexel under one or more separate agreements in connection with licenses to make or sell a Licensed Product and the aggregate royalty rate exceeds [***], Drexel’s royalty rate under this Agreement can be reduced pro rata with the third party or other Drexel royalty rates according to the following formula: reduced Drexel royalty rate under this Agreement = [***], where A is the initial Drexel royalty rate under this Agreement, B is the aggregate royalty rate of the other license agreements, provided, however, that in no event shall Drexel’s royalty under this Agreement be below [***] of Net Sales for such Licensed Product; (ii) in the event all Valid Claims of the patents and patent applications under the Patent Rights that cover the sale of the applicable Licensed Product in the applicable country expire or become abandoned, the royalty payable to Drexel shall be reduced to [***] of Net Sales for the applicable Licensed Product; (iii) in the event the sale of a Licensed Product in a particular country is not covered by the Patent Rights, the royalty payable to Drexel shall be [***] of Net Sales of such Licensed Product in such country; and (iv) on a territory-by-territory basis, in the event a Generic Equivalent of a Licensed Product enters the market, the royalty payable to Drexel for Sales of such Licensed Product in such territory shall be reduced to [***]. For clarity, in the event the sale of a Licensed Product in a particular country is not covered by the Patent Rights in such country but such Licensed Product is covered by the Patent Rights in at least one other country, the provisions of item (iii) of this Section 5.4 shall not apply and the royalty payable to Drexel shall be [***] of Net Sales, subject to reduction provisions of items (i), (ii) and (iv) of this Section 5.4.

Earned Royalties. In partial consideration During the applicable Royalty Term, Bausch Health shall make quarterly non-refundable, non-creditable (provided that specified costs incurred by Bausch Health pursuant to Section 4.1(a), Section 4.3 or Section 8.2(e) may be credited against such payments, as described in Section 4.1(a), Section 4.3 or Section 8.2(e), as the case may be) royalty payments to Clearside on Net Sales of all Products sold in the License, Company will pay to Drexel for each Quarter Territory during the term of this Agreement a applicable Calendar Quarter, as calculated by multiplying the applicable royalty equal to [***] rate set forth below by the corresponding amount of Net Sales of a Licensed Product all such Products sold in the Territory for the such Calendar Quarter. The [***] royalty rate may Notwithstanding the foregoing, no such royalties shall be reduced due or payable by Bausch Health on the first Thirty Million Dollars ($30,000,000) of aggregate Net Sales of all Products, calculated on a Licensed Product-by-Licensed Productcumulative (and not annual) basis. Once cumulative Net Sales on all Products in the Territory achieves Thirty Million Dollars ($30,000,000), quarter-by-quarter and territory-by-territory basis royalties will then be calculated as follows: (i) on Net Sales of each XIPERE Product, and the applicable royalty rates below for XIPERE Products will be applied, and (ii) on Net Sales of each Other Product, and the royalty rate below for Other Products will be applied. Annual Net Sales in the event Company pays royalties Territory Royalty Rate Annual Net Sales of XIPERE Products: Portion of annual Net Sales up to Drexel and one or more third parties or to Drexel under one or more separate agreements including [***] [***] Portion of annual Net Sales above [***] [***] Annual Net Sales of Other Products [***] Notwithstanding the above, for the Calendar Year in connection with licenses to make or sell a Licensed Product and which the aggregate cumulative Net Sales on all Products in the Territory first achieves Thirty Million Dollars ($30,000,000), the calculation of annual Net Sales for the purposes of determining the royalty rate exceeds on XIPERE Products for such Calendar Year shall be calculated commencing with the first dollar after the achievement of such cumulative Net Sales of Thirty Million Dollars ($30,000,000). In addition, for XIPERE Products, each royalty rate set forth in the table immediately above shall only be applied to the annual Net Sales of the XIPERE Product within the applicable royalty range. For example, royalties due to Clearside for annual Net Sales of the XIPERE Product of [***] would be calculated as follows: Royalty = [***] * [***]= [***] [***] * [***] = [***] [***], Drexel’s royalty rate under this Agreement can be reduced pro rata with the third party or other Drexel royalty rates according to the following formula: reduced Drexel royalty rate under this Agreement = [***], where A is the initial Drexel royalty rate under this Agreement, B is the aggregate royalty rate of the other license agreements, provided, however, that in no event shall Drexel’s royalty under this Agreement be below [***] of Net Sales for such Licensed Product; (ii) in the event all Valid Claims of the patents and patent applications under the Patent Rights that cover the sale of the applicable Licensed Product in the applicable country expire or become abandoned, the royalty payable to Drexel shall be reduced to [***] of Net Sales for the applicable Licensed Product; (iii) in the event the sale of a Licensed Product in a particular country is not covered by the Patent Rights, the royalty payable to Drexel shall be [***] of Net Sales of such Licensed Product in such country; and (iv) on a territory-by-territory basis, in the event a Generic Equivalent of a Licensed Product enters the market, the royalty payable to Drexel for Sales of such Licensed Product in such territory shall be reduced to [***]. For clarity, in the event the sale of a Licensed Product in a particular country is not covered by the Patent Rights in such country but such Licensed Product is covered by the Patent Rights in at least one other country, the provisions of item (iii) of this Section 5.4 shall not apply and the royalty payable to Drexel shall be [***] of Net Sales, subject to reduction provisions of items (i), (ii) and (iv) of this Section 5.4.

Earned Royalties. In partial consideration of the License, Company will LICENSEE shall pay to Drexel for each Quarter during the term of this Agreement FHCRC a royalty equal to in the amount of [***] of Net Sales the NET SALES of all LICENSED PRODUCTS and [*] of the NET SALES of all LICENSED SERVICES sold by LICENSEE during the Term. The royalty payable with respect to the performance of a Licensed Product for the Quarter. The single LICENSED SERVICE procedure shall not exceed [**] per single LICENSED SERVICE procedure (the "LICENSED SERVICES Royalty Cap") for a period of three (3) years following the date of the first commercial sale of a LICENSED SERVICE hereunder. Thereafter, the LICENSED SERVICES Royalty Cap shall increase at the rate of [*] royalty rate may be reduced on a Licensed Product-by-Licensed Product, quarter-by-quarter and territory-by-territory basis as follows: (iper calendar year. LICENSEE shall also pay FHCRC a) in the event Company pays royalties to Drexel and one or more third parties or to Drexel under one or more separate agreements in connection with licenses to make or sell a Licensed Product and the aggregate royalty rate exceeds [***], Drexel’s ] of all non-royalty rate under this Agreement can be reduced pro rata with the third party or consideration other Drexel royalty rates according to the following formula: reduced Drexel royalty rate under this Agreement = than equity and [*] of all non-royalty consideration which is equity received as a result of a sublicense of LICENSED SERVICES, b) and [**]] of all non-royalty consideration received as a result of a sublicense of LICENSED PRODUCTS, where A is the initial Drexel royalty rate under this Agreement, B is the aggregate royalty rate all within thirty (30) days of the other license agreements, receipt of such consideration; provided, however, that in no event shall Drexel’s to the extent the non-royalty under this Agreement be below [***] consideration received as a result of Net Sales a sublicense is paid to LICENSEE as funding for such Licensed Product; (ii) a specific research project, LICENSEE may at its option elect to give FHCRC a negotiable promissory note in the event all Valid Claims principal amount of such funding payable in twenty-four (24) months from the patents date the funding is received by LICENSEE together with interest thereon at a per annum rate equal to the prime rate of Bank of America, adjusted quarterly. Non-cash consideration received by LICENSEE on account of a sublicense shall be appraised at LICENSEE's expense using a third party acceptable to FHCRC. Non-cash consideration includes, without limitation, debt, equity or other financial instruments, real property, tangible personal property, rights and patents, patent applications, trade secrets and licenses to such patents, patent applications under and trade secrets. Non-royalty sublicense income includes, without limitation, signing fees, upfront fees, license issue fees, license maintenance fees, milestone payments or other payments paid as consideration for the Patent Rights that cover the sale of the applicable Licensed Product in the applicable country expire right to sell or become abandonedotherwise distribute LICENSED PRODUCTS or LICENSED SERVICES whether structured as a sublicense, the royalty payable to Drexel joint venture, collaboration or other arrangement. On sales between LICENSEE and its AFFILIATES or authorized sublicensees for resale royalties shall be reduced to [***] of Net Sales for paid on the applicable Licensed Product; (iii) in the event the sale of a Licensed Product in a particular country is not covered by the Patent Rights, the royalty payable to Drexel shall be [***] of Net Sales of such Licensed Product in such country; and (iv) on a territory-by-territory basis, in the event a Generic Equivalent of a Licensed Product enters the market, the royalty payable to Drexel for Sales of such Licensed Product in such territory shall be reduced to [***]. For clarity, in the event the sale of a Licensed Product in a particular country is not covered by the Patent Rights in such country but such Licensed Product is covered by the Patent Rights in at least one other country, the provisions of item (iii) of this Section 5.4 shall not apply and the royalty payable to Drexel shall be [***] of Net Sales, subject to reduction provisions of items (i), (ii) and (iv) of this Section 5.4resale.

Earned Royalties. In partial consideration During the applicable Royalty Term, Bausch Health shall make quarterly non-refundable, non-creditable (provided that specified costs incurred by Bausch Health pursuant to Section 4.1(a), Section 4.3 or Section 8.2(e) may be credited against such payments, as described in Section 4.1(a), Section 4.3 or Section 8.2(e), as the case may be) royalty payments to Clearside on Net Sales of all Products sold in the LicenseOriginal Territory or the Additional Regions, Company will pay to Drexel for each Quarter as applicable, during the term applicable Calendar Quarter, as calculated by multiplying the applicable royalty rate set forth below by the corresponding amount of this Agreement Net Sales of all such Products sold in the Original Territory or the Additional Regions, as applicable, for such Calendar Quarter. Notwithstanding the foregoing, no such royalties shall be due or payable by Bausch Health on the first Forty-Five Million Dollars ($45,000,000) of aggregate Net Sales of all Products in the Original Territory, calculated on a cumulative (and not annual) basis. Once cumulative Net Sales on all Products in the Original Territory achieves Forty-Five Million Dollars ($45,000,000), royalties will then be calculated as follows with respect to Net Sales of Products in the Original Territory: (i) on Net Sales of each XIPERE Product in the Original Territory, and the applicable royalty equal rates below for XIPERE Products will be applied, and (ii) on Net Sales of each Other Product in the Original Territory, and the royalty rate below for Other Products will be applied. Annual Net Sales in the Territory Royalty Rate Annual Net Sales of XIPERE Products in the Original Territory Portion of annual Net Sales up to and including [***] [***]% Portion of annual Net Sales of a Licensed Product for the Quarter. The above [***] royalty rate may be reduced on a Licensed Product-by-Licensed Product, quarter-by-quarter and territory-by-territory basis as follows: (i) in the event Company pays royalties to Drexel and one or more third parties or to Drexel under one or more separate agreements in connection with licenses to make or sell a Licensed Product and the aggregate royalty rate exceeds [***]% Annual Net Sales of Other Products in the Original Territory [***]% Annual Net Sales of XIPERE Products in the Additional Regions Portion of annual Net Sales up to and including [***] [***]% Portion of annual Net Sales above [***] [***]% Notwithstanding the above, Drexel’s for the Calendar Year in which the cumulative Net Sales on all Products in the Original Territory first achieves Forty-Five Million Dollars ($45,000,000), the calculation of annual Net Sales for the purposes of determining the royalty rate under this Agreement can on XIPERE Products for such Calendar Year shall be reduced pro rata calculated commencing with the third party or other Drexel first dollar after the achievement of such cumulative Net Sales of Forty-Five Million Dollars ($45,000,000). In addition, for XIPERE Products, each royalty rates according rate set forth in the table immediately above shall only be applied to the following formulaannual Net Sales of the XIPERE Product within the applicable royalty range. For example, royalties due to Clearside for annual Net Sales of the XIPERE Product in the Original Territory of [***] would be calculated as follows: reduced Drexel royalty rate under this Agreement Royalty = [***], where A is the initial Drexel royalty rate under this Agreement, B is the aggregate royalty rate of the other license agreements, provided, however, that in no event shall Drexel’s royalty under this Agreement be below ] = [***] of Net Sales for such Licensed Product; (ii) in the event all Valid Claims of the patents and patent applications under the Patent Rights that cover the sale of the applicable Licensed Product in the applicable country expire or become abandoned, the royalty payable to Drexel shall be reduced to [***] of Net Sales for the applicable Licensed Product; (iii) in the event the sale of a Licensed Product in a particular country is not covered by the Patent Rights, the royalty payable to Drexel shall be = [***] of Net Sales of such Licensed Product in such country; and (iv) on a territory-by-territory basis, in the event a Generic Equivalent of a Licensed Product enters the market, the royalty payable to Drexel for Sales of such Licensed Product in such territory shall be reduced to [***]. For clarity, in the event the sale of a Licensed Product in a particular country is not covered by the Patent Rights in such country but such Licensed Product is covered by the Patent Rights in at least one other country, the provisions of item (iii) of this Section 5.4 shall not apply and the royalty payable to Drexel shall be [***] of Net Sales, subject to reduction provisions of items (i), (ii) and (iv) of this Section 5.4.