Common use of Royalties Clause in Contracts

Royalties. In consideration for the rights and license granted under this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.

Royalties. (a) In consideration for the rights and license granted under this AgreementSection 2.1. and regardless of the fact that Ipsen Formulation Technology is, Licensee or is not an element of Licensed Product, Nuvios shall, subject to the provisions of Sections 4.2, 4.2 and 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* 5% of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 4.1(a) shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 Section 4.1(a) shall be made in accordance with the provisions of Article 5 hereof. * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. (b) In consideration for the rights and license under Ipsen Know-How granted to Nuvios pursuant to this Agreement, Nuvios shall pay royalties to Ipsen based upon net sales by Nuvios, its Affiliates, sublicensees or other commercialization contractors of any pharmaceutical product (other than Licensed Compound or Licensed Product) that is a Nuvios Invention and that was derived from or based on Ipsen Know-How that is Confidential Information of Ipsen, which royalties shall be equal to [*] percent ([*]%) of such net sales. For the purpose of calculating the royalties due to Ipsen pursuant to this Section 4.1(b), the provisions of Section 4.1(a) (other than the royalty rate specified therein), Section 4.2, Section 4.3 and Article 5 hereof and the definition of Net Sales shall apply “mutatis mutandis”. Nuvios shall have the unilateral right to terminate ▇▇▇▇▇’▇ rights under this Section 4.1(b), upon written notice to Ipsen with immediate effect, if Ipsen in any country of the world brings an action or proceeding seeking to have a Nuvios Patent Right or Joint Patent Right declared invalid or unenforceable (c) Notwithstanding the foregoing provisions of Section 4.1(a) and Section 4.1(b) or any other provisions of this Agreement to the contrary, in the event that Ipsen or its Affiliates, has committed a material breach of article 2.1 or article 2.6 as a result of any actions or activities of Ipsen or its Affiliates in a country of the Territory, then all obligations of Nuvios, its Affiliates, sublicensees or Contractors under this Section 4.1 to pay royalties in such country shall terminate effective immediately upon Nuvios giving written notice of termination to Ipsen.

Royalties. 5.1 Licensee shall pay to Licensor a running royalty of [*** Redacted]% of Net Sales by Licensee. In consideration the event that Licensee's making, use, sale, offer for the sale or importation of Licensed Products requires Licensee to pay any amount to secure any necessary third party intellectual property rights and license granted under this Agreementto engage in such activity in view of such third party's intellectual property, Licensee shall, subject to the provisions including without limitation payment of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon such third parties, costs associated with establishing that such rights are not necessary or that such third party intellectual property is invalid or unenforceable, then Licensee shall be entitled to credit such amounts against royalties due hereunder up to [*** Redacted]% of the royalties due for any reporting period, but in no event shall the royalty rate paid to Licensor be less than [*** Redacted]% of Net Sales by Licensee. 5.2 Licensee shall pay to Licensor a royalty of any given [*** Redacted]% of Sublicense Revenue (hereafter termed a "Sublicense Royalty") where the Patent Rights are sublicensed to a third party ("Sublicensee") in conjunction with the granting of substantial intellectual property rights other than under the Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such countryPatents, which royalties shall be equal other intellectual property rights are licensable by Licensee, including but not limited to [ ]* patents, copyrights, trade marks, trade secrets and know-how. In the event that no other substantial intellectual property rights are included in a sublicense of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if Patent Rights (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights"a Naked Sublicense"), then the royalty rate applicable Sublicense Royalty payable by Licensee to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country Licensor shall be (A) [ ][*** if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date Redacted]% of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 Sublicense Revenues. 5.3 Royalty payments shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made quarterly in accordance with and concurrent with the provisions of Article 5 hereofroyalty reporting obligations set forth in sections 7.2 and 7.3, below.

Royalties. 5.1 Beginning with the FIRST COMMERCIAL SALE in any country, on all sales of PRODUCTS anywhere in the world by COMPANY, its AFFILIATES or SUBLICENSEES, COMPANY shall pay GENERAL royalties in accordance with the following schedule, such undertaking and schedule having been agreed to for the purpose of reflecting and advancing the mutual convenience of the parties. For each PRODUCT sold by COMPANY or its AFFILIATES and SUBLICENSEES; (a) [ * ] of the NET SALES PRICE for ANNUAL NET SALES of [ * ] or less, and [ * ] of the NET SALES PRICE for the portion of ANNUAL NET SALES that is greater than [ * ] so long as the PRODUCT, its manufacture, use or sale is covered by a VALID CLAIM of any PATENT RIGHT licensed exclusively to COMPANY; and (b) [ * ] of the NET SALES PRICE for ANNUAL NET SALES of [ * ] or less, and [ * ] of the NET SALES PRICE for the portion of ANNUAL NET SALES that is greater than [ * ] whenever the PRODUCT, its manufacture, use or sale is covered by a VALID CLAIM of any PATENT RIGHT licensed non-exclusively to COMPANY in the country in question pursuant to either paragraph 2.7(b) or 3.1 hereunder. * Confidential treatment requested. 7. (a) In the event that more than one royalty rate under paragraph 5.1 is applicable to a PRODUCT, the highest of the applicable royalties shall apply. (b) Only one royalty under paragraph 5.1 shall be due and payable to GENERAL by COMPANY for any PRODUCT regardless of the number of PATENT RIGHTS covering such PRODUCT. 5.3 If any license granted pursuant to Article 2 shall be or become non- exclusive pursuant to either paragraph 2.1(b) or 3.1 hereunder and GENERAL shall license any PATENT RIGHT to another licensee for the purpose of making, using or selling PRODUCTS in the LICENSE FIELD and accept a royalty or royalties more favorable to such licensee than herein provided for COMPANY, GENERAL shall give written notice thereof to COMPANY and as of the effective date of such more favorable royalty or royalties, COMPANY's obligation hereunder to pay royalty or royalties to GENERAL shall be revised to the more favorable rate. 5.4 In addition to the royalties provided for above, COMPANY shall pay GENERAL [ * ] of any and all non-royalty income received from its AFFILIATES and SUBLICENSEES in consideration for the rights and sublicensing of any right or license granted to COMPANY hereunder, including without limitation license fees and milestone payments, but not including amounts received by COMPANY (a) for capital stock of COMPANY, (b) in the form of a loan or advance, (c) as payment for research and development services performed or to be performed by COMPANY, (d) as milestone payments in consideration for past or future research and development expense in any sublicensing arrangement with a PARTNERING SUBLICENSEE wherein COMPANY is sharing research and development costs with the PARTNERING SUBLICENSEE and said milestone payments are solely reimbursements for COMPANY's research and development costs actually incurred, (e) as payment for manufacturing services in any sublicensing arrangement wherein COMPANY retains the right to manufacture PRODUCT which is then sold to a SUBLICENSEE provided that GENERAL receives the full royalty due for sales of PRODUCT by said SUBLICENSEE under paragraph 5.1 hereunder or (f) from a PARTNERING SUBLICENSEE as payment for marketing, sales or promotional activities which COMPANY or its AFFILIATE has agreed to undertake as part of Co-development. It is understood that this paragraph shall not apply to running royalties for PRODUCT sales received by COMPANY from its AFFILIATES AND SUBLICENSEES, provided GENERAL receives the royalties specified in paragraph 5.1 for such PRODUCT sales. 5.5 In addition to the payments provided for in paragraphs 5.1 and 5.4, COMPANY shall pay GENERAL the following amounts upon the occurrence of the following events: [ * ] within five (5) business days of the execution of this Agreement, which shall include the amount payable to GENERAL for past patent Costs pursuant to paragraph 4.1(b); [ * ] within thirty (30) days of the filing with the FDA of the first NDA, PMA or PMA Supplement, or comparable application with respect to a PRODUCT; and, * Confidential treatment requested. 8. [ * ] within thirty (30) days of the actual approval by the FDA of the first NDA, PMA or PMA Supplement, or comparable application with respect to a PRODUCT. (a) In the event that the royalty paid to GENERAL is a significant factor in the return realized by COMPANY so as to diminish COMPANY's capability to respond to competitive pressures in the market, GENERAL agrees to consider a reasonable reduction in the royalty paid to GENERAL as to each such PRODUCT for the period during which such market condition exists. Factors determining the size of the reduction will include profit margin on PRODUCT and on analogous products, prices of competitive products, total prior sales by COMPANY, and COMPANY's expenditures in PRODUCT development. (b) With respect to the definition of "NET SALES PRICE" (as contained in Section 1.5) and the applicable rate of exchange for foreign currency conversion (as set forth in Section 6.2) under this Agreement, Licensee shallit is understood that COMPANY may enter into one or more agreements with SUBLICENSEES (each a "SUBLICENSE AGREEMENT") pursuant to which COMPANY will be compensated by a SUBLICENSEE based on net sales of PRODUCT and that, subject for sales outside the United States, a foreign exchange rate will be applied. When negotiating a SUBLICENSE AGREEMENT, COMPANY will use its best efforts to have such SUBLICENSE AGREEMENT contain (i) a definition of net sales of PRODUCT and (ii) foreign exchange provisions which are substantially equivalent to those contained in Sections 1.5 and 6.2, respectively, of this Agreement. In the event, however, that COMPANY is unable to have its prospective SUBLICENSEE agree to provisions that are identical to the provisions of Sections 4.2this Agreement, 4.3 it shall so notify GENERAL and 4.4 below, pay royalties to Ipsen based upon Net Sales submit for GENERAL's review the proposed versions of any given Licensed Product in any given country such provisions in the Territory during proposed SUBLICENSE AGREEMENT. Within thirty (30) days of its receipt of such notice and proposed revisions, GENERAL shall either notify COMPANY of its acceptance of such proposed provisions or indicate its reasons for withholding approval. If the Royalty Term applicable SUBLICENSE AGREEMENT includes such provisions that are acceptable to GENERAL, which acceptance shall not unreasonably be withheld, then for sales of PRODUCT made under such Licensed Product in such countrySUBLICENSE AGREEMENT, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) the "NET SALES PRICE" in this Agreement shall be deemed amended to conform to the definition of net sales of PRODUCT contained in such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, SUBLICENSE AGREEMENT and (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country foreign exchange rates provided for under this Agreement shall be (A) [ ]* if the Ipsen MC4 [ ]* same as those provided for under the SUBLICENSE AGREEMENT. In the event that the SUBLICENSE AGREEMENT includes provisions that are not acceptable to GENERAL and COMPANY is delivered by Ipsen unable to Licensee pursuant to Section 2.11.1 within [ ]* after compensate GENERAL based on the date of the MC4 [ ]* AgreementNET SALES PRICE and foreign exchange provisions set forth herein, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with conflict between the provisions of Article 5 hereofthe SUBLICENSE AGREEMENT and the provisions of this Agreement shall be settled by the procedures of paragraph 10. 5.7 The payments due under this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to one percent (1%) above the prime rate in effect at the Bank of Boston on the due date, not to exceed the maximum permitted by law. The payment of such interest shall not preclude GENERAL from exercising any other rights it may have as a consequence of the lateness of any payment. * Confidential treatment requested. 9.

Royalties. In consideration for (a) Commencing on the rights and license granted under this AgreementFirst Commercial Sale of each Product by BAC, Licensee shallan Affiliate of BAC, subject to or a Sales Agent, BAC shall pay Geron a royalty in the provisions amount of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon four percent (4%) of Net Sales of any given Licensed Product in any given country in such Product. (b) In the Territory during the Royalty Term applicable to case of sales of Products by any individual or entity other than a Sales Agent, BAC or any Affiliate of BAC (any such Licensed Product individual or entity, a “non-Affiliate”) where BAC or any Affiliate of BAC receives a royalty or other cash payment in such country, which royalties shall be equal to [ ]* respect of such Net SalesProduct sales, BAC shall pay Geron fifty percent (50%) of all such royalties and other cash payments received by BAC or such Affiliate of BAC in respect to such Product sales; provided, however, thatthat royalties or other such payments derived from the sales of Combination Products shall be calculated on the basis set forth for Net Sales for Combination Products specified in clauses “(b)(i)” to “(b)(iv)” of Section 1.7. The parties acknowledge and agree that in no event will BAC pay Geron an amount in excess of any royalty or other cash payment received by BAC or such Affiliate of BAC, subject less all cash payments owed by BAC or such Affiliate of BAC to the provisions of Sections 4.2third parties, 4.3 and 4.4 belowin each case, if with respect to such Product sales. (ic) such Licensed Product is an Ipsen MC4 Product Geron will not be entitled to receive any royalties or other cash payments pursuant to this Agreement with respect to Excluded Products that utilizes the Ipsen MC4 [ ]*are not Partially Excluded Products. With respect to Partially Excluded Products, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee any royalty on Net Sales pursuant to Section 2.11.1 and (iii2.1(a) or royalty or other cash payment derived from the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then sales of any Partially Excluded Products pursuant to Section 2.1(b) shall be calculated on the royalty rate applicable to basis set forth for Net Sales for Combination Products specified in clauses “(b)(i)” to “(b)(iv)” of Section 1.7 as if the Excluded Product(s) (together with any other active ingredient(s) that are not Products in the event that such Ipsen MC4 Partially Excluded Product also constitutes a Combination Product) were the active ingredients that are not Products. (d) BAC’s obligation to pay royalties or other cash payments on Net Sales, or with respect to royalties or other cash payments received from any non-Affiliate with respect to any Product, shall expire on a country by country basis upon the expiration of the last to expire Valid Claim covering such Product in any given country in where the Territory during the Royalty Term applicable Product is sold. (e) Geron will not be entitled to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at receive any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to payments under this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis 2 with respect to any payments or reimbursements received by BAC, any Affiliate of BAC or any Sales Agent for advertising or similar marketing and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofpromotional expenses.

Royalties. In consideration (a) Royalty Rates for the rights and license granted under this AgreementLicensed Products Directed to [*****]. For each of [*****], Licensee shallElanco shall make, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of period that such Licensed Product Product, its manufacture, use, sale, offer for sale or importation is covered by a Valid Claim under Intrexon Patents in such country, which royalties shall be equal royalty payments to [ ]* of such Net Sales; providedIntrexon, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis basis, based on annual Net Sales of such Licensed Product covered by a Valid Claim and directed to suchTargets in the Territory by Elanco, its Affiliates and sublicensees at the applicable rates set forth below. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Total Net Sales of a Licensed Product covered by a Valid Claim Directed to a Target throughout the Territory in any Calendar Year by Elanco, its Affiliates and/or sublicensees Patent Royalty Rate Applicable to such Licensed Products Portion of Net Sales of the applicable Licensed Products which are less than or equal to [*****] [*****] Portion of Net Sales of the applicable Licensed Products which are more than [*****] but less than or equal to [*****] [*****] Portion of Net Sales of the applicable Licensed Products which are more than [*****] but less than or equal to [*****] [*****] Portion of Net Sales of the applicable Licensed Products which are more than [*****] [*****] By way of example, if, in a given calendar year the total Net Sales of a Licensed Product covered by a Valid Claim directed to either [*****] throughout the Territory is [*****], then the royalties due to Intrexon under this Section 5.4(a) shall be: [*****]. (b) Royalty Rates for Licensed Products Directed to [*****]. For [*****], Elanco shall make, during the period that such Licensed Product, its manufacture, use, sale, offer for sale or importation is covered by a Valid Claim under Intrexon Patents in such country, royalty payments to Intrexon, on a countryLicensed Product-by-country Licensed Product basis, based on annual Net Sales of all Licensed Products directed to such Target in the Territory by Elanco, its Affiliates and sublicensees at the applicable rates set forth below. Payment Total Net Sales of a Licensed Product covered by a Valid Claim Directed to a Target throughout the Territory in any Calendar Year by Elanco, its Affiliates and/or sublicensees Patent Royalty Rate Applicable to such Licensed Product Portion of Net Sales of the applicable Licensed Products which are less than or equal to [*****] [*****] Portion of Net Sales of the applicable Licensed Products which are more than [*****] but less than or equal to [*****] [*****] Portion of Net Sales of the applicable Licensed Products which are more than [*****] but less than or equal to [*****] [*****] Portion of Net Sales of the applicable Licensed Products which are more than [*****] [*****] Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. By way of example, if, in a given calendar year the total Net Sales of aLicensed Product covered by a Valid Claim and directed to [*****] throughout the Territory is [*****], then the royalties due to Ipsen Intrexon under this Section 5.4(b) shall be: [*****]. (c) Royalty Rates for Licensed Products Directed to the Additional Target. For the Additional Target, Elanco shall make, during the period that such Licensed Product, its manufacture, use, sale, offer for sale or importation is covered by a Valid Claim under Intrexon Patents in such country, royalty payments to Intrexon, on a Licensed Product-by-Licensed Product basis, based on annual Net Sales of a Licensed Product covered by a Valid Claim and directed to such Additional Target in the Territory by Elanco, its Affiliates and sublicensees at the applicable rates set forth below. Portion of Net Sales of the applicable Licensed Products which are less than or equal to [*****] [*****] [*****] Portion of Net Sales of the applicable Licensed Products which are more than [*****] but less than or equal to [*****] [*****] [*****] Portion of Net Sales of the applicable Licensed Products which are more than [*****] but less than or equal to [*****] [*****] [*****] Portion of Net Sales of the applicable Licensed Products which are more than [*****] [*****] [*****] By way of example, if, in a given calendar year the total Net Sales of a Licensed Product with a Valid Claim and directed to the Additional Target in [*****] throughout the Territory is [*****], then the royalties due to Intrexon under this Section 5.4(c) shall be: [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this Article 4 shall be made in accordance document has been filed separately with the provisions of Article 5 hereofSecurities and Exchange Commission.

Royalties. 8.1 In consideration of the license herein granted, LICENSEE shall pay royalties to LICENSOR as follows: (a) LICENSEE agrees to pay to LICENSOR as earned royalties a royalty calculated as a percentage of LICENSEE's Net Sales of Licensed Products which, if not for the rights and license granted under this Agreement, Licensee shallwould infringe the Patent Rights, subject to in accordance with the provisions terms and conditions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales this Agreement. The royalty is deemed earned as of any given the earlier of the date the Licensed Product and/or Licensed Process is actually sold and paid for, the date an invoice is sent by LICENSEE, or the date a Licensed Product and/or Licensed Process is transferred to a third party for any promotional reasons. The royalty shall remain fixed while this Agreement is in effect at a rate of XXXX percent (XXXX%) of Net Sales. (b) For a sublicense, LICENSEE shall pay to LICENSOR an amount equal to XXXX-percent (XXXX%) of what LICENSEE would have been required to pay to LICENSOR had LICENSEE sold the amount of Licensed Products sold by the Sublicensee. In addition, if LICENSEE receives any given country fees, minimum royalties, or other payments in consideration for any rights granted under a Sublicense, and such payments are not based directly upon the Territory during amount or value of Licensed Products or Licensed Processes sold by the Royalty Term applicable Sublicensee nor represent payment of costs to sales LICENSEE for a development program which LICENSEE is obligated to perform under such sublicense,, then LICENSEE shall pay LICENSOR XXXX percent (XXXX%) of such payments. (c) In the event that licenses from third parties are required by LICENSEE in order to make, have made, use, sell, offer to sell or import any particular Licensed Product in such countryor Licensed Process, then the earned royalty which royalties LICENSEE is obligated to pay LICENSOR under this Agreement shall be equal reduced by XXXX ($XXXX) for each one dollar ($1.00) in royalties which Licensee is obligated to [ ]* of pay to third parties under such Net Sales; licenses, further provided, however, thatthat the royalties payable to LICENSOR under this Section shall not be reduced to less than XXXX percent (XXXX%) of the applicable Net Sales. (d) In the event that LICENSEE requires more than one license from the LICENSOR to make, subject have made for its use, sell, offer to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such sell or import any particular Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*or Licensed Process as defined in sections 1.4 and 1.5, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rightsrespectively, of this Agreement, then the royalty rate applicable to combined earned royalties shall not exceed XXXX% of Net Sales and any sublicense fees shall not exceed XXXX-percent (XXXX%) of what LICENSEE would have been required to pay to LICENSOR had LICENSEE sold the amount of Licensed Products sold by the Sublicensee. 8.2 All payments shall be made hereunder in U.S. dollars; provided however, that if the proceeds of the sales upon which such Ipsen MC4 Product royalty payments are based are received by the LICENSEE in any given a foreign currency or other form that is not convertible or exportable in dollars, and the LICENSEE does not have ongoing business operations or bank accounts in the country in which the Territory during currency is not convertible or exportable, the Royalty Term applicable LICENSEE shall pay such royalties in the currency of the country in which such sales were made by depositing such royalties in LICENSER'S name in a bank designated by LICENSOR in such country. Royalties in U.S. dollars shall be computed by converting the royalty in the currency of the country in which the sales were made at the exchange rate for U.S. dollars prevailing at the close of the business day of the LICENSEE'S quarter for which royalties are being calculated as published the following day in the Wall Street Journal (or, if it ceases to be published, a comparable publication to be agreed upon from time to time by the parties), and with respect to those countries for which rates are not published in the Wall Street Journal, the exchange rate fixed for such date by the appropriate United States governmental agency. 8.3 In the event the royalties set forth herein are higher than the maximum royalties permitted by the law or regulations of a particular country, the royalty payable for sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if equal to the Ipsen MC4 [ ]* is delivered maximum permitted royalty under such law or regulation. 8.4 In the event that any taxes, withholding or otherwise, are levied by Ipsen any taxing authority in connection with accrual or payment of any royalties payable to Licensee pursuant LICENSOR under this Agreement, the LICENSEE shall have the right to Section 2.11.1 within [ ]* after pay such taxes to the date local tax authorities, on behalf of LICENSOR and the payment to LICENSOR of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered net amount due after reduction by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933such taxes, AS AMENDED. due Ipsen pursuant to shall fully satisfy the LICENSEE'S royalty obligations under this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofAgreement.

Royalties. In 4.1. As further consideration for all the rights and license licenses granted under this Agreementto Licensee, Licensee shall, subject will also pay to The Regents an earned royalty based on Net Sales according to the provisions following: (a) A royalty rate of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon *** of the Net Sales paid to Licensee and its sublicensees with respect to each Identified Product *** ***CONFIDENTIAL TREATMENT REQUESTED 12 15 *** for each Identified Product, and a royalty rate of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]*** of the Net Sales paid to Licensee and its sublicensees of each Identified Product *** for each such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 belowIdentified Product. (b) Notwithstanding Section 4.1.1(a) above, if (i) Licensee and a particular sublicensee are unable to agree on a royalty *** of Identified Products by such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]sublicensee *, (ii) the Ipsen MC4 [ ]** was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]a royalty rate *** is Covered by Ipsen MC4 [ ]* Patent Rightsof Identified Products for ***, then the royalty rate applicable due to The Regents *** will be equal to ***, if any, agreed to between Licensee and such sublicensee *** of such Identified Product by such sublicensee. (c) In the event Licensee is unable to negotiate with a particular sublicensee any royalty on the Net Sales of Identified Products, then in such Ipsen MC4 Product case Licensee will not be entitled to take, in lieu of royalties on Net Sales by such sublicensee of Identified Products, consideration in any given country form for: (i) equity in the Territory during the Royalty Term applicable Licensee above fair market value; (ii) research funding for screening to sales identify Identified Products in excess of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement fully burdened direct and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* indirect costs therefore; or (Ciii) [ ]* if neither reimbursement of patent filing, prosecution, and maintenance expenses; and (d) For the foregoing clauses (Aavoidance of doubt, it is understood and agreed that, except as provided in Section 4.1.1(a) and (Bb) is applicable. For purposes above, The Regents shall not be entitled to any royalty on Net Sales of clarificationIdentified Products, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this and if Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.4.1.1

Royalties. In 4.1. As further consideration for all the rights and license licenses granted under this Agreementto Licensee, Licensee shall, subject will also pay to The Regents an earned royalty based on Net Sales according to the provisions following: (a) A royalty rate of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon *** of the Net Sales paid to Licensee and its sublicensees with respect to each Identified Product *** ***CONFIDENTIAL TREATMENT REQUESTED 12 44 *** for each Identified Product, and a royalty rate of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]*** of the Net Sales paid to Licensee and its sublicensees of each Identified Product *** for each such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 belowIdentified Product. (b) Notwithstanding Section 4.1.1(a) above, if (i) Licensee and a particular sublicensee are unable to agree on a royalty *** of Identified Products by such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]sublicensee *, (ii) the Ipsen MC4 [ ]** was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]a royalty rate *** is Covered by Ipsen MC4 [ ]* Patent Rightsof Identified Products for ***, then the royalty rate applicable due to The Regents *** will be equal to ***, if any, agreed to between Licensee and such sublicensee *** of such Identified Product by such sublicensee. (c) In the event Licensee is unable to negotiate with a particular sublicensee any royalty on the Net Sales of Identified Products, then in such Ipsen MC4 Product case Licensee will not be entitled to take, in lieu of royalties on Net Sales by such sublicensee of Identified Products, consideration in any given country form for: (i) equity in the Territory during the Royalty Term applicable Licensee above fair market value; (ii) research funding for screening to sales identify Identified Products in excess of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement fully burdened direct and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* indirect costs therefore; or (Ciii) [ ]* if neither reimbursement of patent filing, prosecution, and maintenance expenses; and (d) For the foregoing clauses (Aavoidance of doubt, it is understood and agreed that, except as provided in Section 4.1.1(a) and (Bb) is applicable. For purposes above, The Regents shall not be entitled to any royalty on Net Sales of clarificationIdentified Products, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this and if Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.4.1.1

Royalties. In consideration for During the rights and license granted under this AgreementTerm, Licensee shall, subject shall pay to Licensor running royalties as a percentage of Net Sales for all sales by Licensee of Products that use or embody the Licensed Technology (“Royalties”). Royalties shall be payable for each Reporting Period and shall be due to Licensor within [***] after the end of each such Reporting Period according to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if following schedule: (i) such An initial royalty equal to [***] of Net Sales for Exclusive Products and an initial royalty equal to [***] of Net Sales multiplied by the Licensed Product is an Ipsen MC4 Product that utilizes Component Multiple for Non-Exclusive Products sold under the Ipsen MC4 [ ]*, Value-Added Reseller Agreement (ii) “Initial Royalty”). The Initial Royalty shall apply until the Ipsen MC4 [ ]* was accepted in writing amounts paid by Licensee pursuant to Section 2.11.1 and under the Initial Royalty equal [***](iii) the Ipsen MC4 [ ]* is Covered “Initial Royalty Threshold”). Any royalties paid by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen Licensor to Licensee pursuant to this Section 2.11.1 within [ ]* 8.1(b) shall be deducted from the foregoing [***] amount; (ii) The royalty rate after amounts paid by Licensee under the date Initial Royalty equal [***] shall be [***] of Net Sales for Exclusive Products and [***] of Net Sales multiplied by the Licensed Component Multiple for Non-Exclusive Products sold under the Value-Added Reseller Agreement, to remain in effect during the Term. (iii) In cases where Licensee develops a Battery System for a customer located in the Territory that will manufacture its transportation application outside the Territory, Licensee will be entitled to earn a royalty from Licensor if Licensor manufactures the Battery System to be included in such transportation application for such customer at any of Licensor’s manufacturing facilities. This royalty will consist of [***] of the MC4 [ ]* Agreementsystem revenue value net of cell value for sales and project management effort, (B) [ ]* if plus a royalty provision for any engineering effort not compensated by the Ipsen MC4 [ ]* is delivered customer during development. This additional royalty for engineering effort will be mutually agreed in writing by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement Parties and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarificationmay vary depending on, among other things, the determination commercial terms of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofeach customer program.

Royalties. In consideration for the rights and license granted under this Agreement, Licensee shall, subject to the provisions of Sections 4.20, 4.2 and 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof. Adjustments related to Unlicensed Products. Notwithstanding anything express or implied in Section 4.1 to the contrary and subject to Section 4.3 hereof, if, during the Royalty Term in a given country of the Territory, (i) there is no Valid Claim of an issued patent within Ipsen Patent Rights or Joint Patent Rights that Covers the sale of a Licensed Product in such country, and (ii) the aggregate sales revenue in such country of Unlicensed Products (expressed in the currency of such country) constitute more than [ ]*of the market share with respect to the aggregate sales revenue of such Unlicensed Products and such Licensed Product in such country (expressed in the currency of such country), then Licensee shall have the right to calculate royalty payments due to Ipsen pursuant to this Agreement by including only [ ]*of the amount of Net Sales that would * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. have otherwise been included for such Licensed Product in such country to calculate such royalty payments. For the avoidance of doubt, such adjustment of royalties shall apply only if the applicable Unlicensed Products contain the same [ ]* as the applicable Licensed Product. In case of a disagreement between the Parties on the market share of one or more Unlicensed Products in any country of the Territory, the Parties agree to refer such dispute to arbitration pursuant to Article 16.

Royalties. 5.1 In consideration for of the rights and license granted under this Agreement, the Licensee shallwill pay to UBC a royalty equal to [***]% of the Revenue. The Licensee’s obligation to pay royalties on the Revenue shall commence on the date of the first sale of a Product by the Licensee and shall continue, subject on a Product-by-Product basis, until the expiration (or invalidation or unenforceability, as the case may be) of the last Valid Claim within an issued Patent licensed under this Agreement covering the using or selling of such Product, after which time no royalties on the Revenue shall be due for the sale of such Product. 5.2 In consideration of the license granted under this Agreement, the Licensee will pay to UBC a royalty equal to [***]% of the Sublicensing Revenue. 5.3 If any product sold by the Licensee contains, in addition to one or more biomarkers licensed to the provisions Licensee under this Agreement, one or more royalty-bearing biomarkers licensed by the Licensee from one or more arm’s length third parties (other than from one of Sections 4.2its Sublicensees) or those biomarkers were developed independently by the Licensee (and only to the extent such biomarkers, 4.3 whether licensed from a third party or developed independently by the Licensee, increase the overall performance of the Product) (a “Multi-marker Product”), then the Revenue attributable to the biomarker licensed to the Licensee under this Agreement shall for the purposes of calculating the royalty payable in Article 5.1 be determined by multiplying the total Revenue received from the sale of the Multi-marker Product by the fraction A / (A + B), in which “A” is the number of biomarkers licensed to the Licensee under this Agreement, and 4.4 below“B” is the number of biomarkers licensed by the Licensee from one or more arm’s length third parties (other than from one of its sublicensees) or those biomarkers developed independently by the Licensee (but only to the extent such biomarkers increase the overall performance of the Product), pay royalties provided that the fraction shall never be less than [***]. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED (a) If any product sold by the Licensee in any country is in the form of a Combination Product, the Revenue attributable to Ipsen based upon Net Sales the license under this Agreement from the sale of any given Licensed such Combination Product shall be adjusted down by multiplying the actual total Revenue from such Combination Product in any given such country by the fraction A / (A + B) where A is the average invoice price in such country of a Product containing the Territory during same amount of Product that is included in such Combination Product sold without the Royalty Term applicable to sales Non-Covered Components, when sold separately in such country, and B is the average invoice price of the Non- Covered Component(s) containing the same amount of such Licensed Non-Covered Component that is included in such Combination Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product when sold separately in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreementcountry. If, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis, either the Product is not sold without the Non-Covered Components and/or the Non- Covered Components are not sold separately, Revenue for the purpose of determining royalties of the Combination Product owed under this Agreement shall be reasonably determined in good faith based on the relative values of the Non-Covered Components and the Product components. (b) for the purposes of calculating the downward reduction, the fraction A / (A + B) shall never be less than [***]. 5.4 The royalty is due and payable within 30 days of each respective Royalty Due Date and is to be calculated with respect to the Revenue and the Sublicensing Revenue in the six month period immediately before the applicable Royalty Due Date. Payment For greater clarity it is confirmed that the [***]% royalty payable on Revenue under Article 5.1 will be calculated and payable by the Licensee on both Revenue received by the Licensee, and on a “reach through” basis on all Revenue received by any Affiliated Companies, and the Licensee shall require all Affiliated Companies to completely and accurately report all such Revenue, directly to UBC or through consolidated report by Licensee, at Licensee’s election. 5.5 All royalties paid by the Licensee to UBC under this Agreement will be in U.S. dollars without any reduction or deduction of royalties due any nature or kind at all except as specifically set forth in this Agreement. If the Licensee receives any Revenue or Sublicensing Revenue in a currency other than US dollars, the currency will be converted to Ipsen pursuant the equivalent in US dollars on the date that any amount is payable to UBC, at the rate of exchange set by the Bank of Canada for buying Canadian dollars with such currency. The amount of US dollars resulting from the conversion is to be included in Revenue or Sublicensing Revenue. 5.6 In addition to the above payments, the Licensee will pay to UBC milestone payments of (a) $[***] upon the first commercial sale (by the Licensee, any Affiliated Company or any Sublicensee) of the first Product; (b) $[***] once cumulative Revenue reaches $[***]; and (c) $[***] once cumulative Revenue reaches $[***]. For clarity: a) each milestone payment referred to in this Article 4 5.7 will be payable once only, regardless of how many Products achieve such milestone event; and b) for the purposes of calculating the $[***] and $[***] milestones, the cumulative Revenue from Multi- marker Products and Combination Products shall be made subject the reductions set out in accordance with the provisions of Article 5 hereof.Articles 5.3 and 5.4. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED

Royalties. (a) In consideration for of the rights and license granted under this Agreementgrants made to EASi hereunder, Licensee shall, EASi agrees to pay to Extended royalty payments on EASi IR Products as follows: Aggregate Number of Royalty Units of EASi IR Products Sold per Unit ------------------------------ -------- [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] subject to the provisions remainder of Sections 4.2, 4.3 and 4.4 below, pay royalties this Section 2.10 (the "Earned Royalties"). No Earned Royalties shall be due or payable by EASi to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable Extended with respect to sales of such EASi IR Products by EASi to Extended. Notwithstanding the above, in the event Extended licenses any or all of the Licensed Product in such country, Technology for a fee or royalties which are less than the royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rightspayable hereunder, then the royalty rate applicable payable hereunder shall thereafter be reduced to Net Sales such lower fee or rate. (b) Within [*] ([*]) days after the end of such Ipsen MC4 Product in each calendar [*] with respect to which EASi owes Extended any given country in Earned Royalties, EASi shall furnish Extended with a statement, together with payment for any amount shown thereby to be due to Extended. The royalty statement shall be based upon unit sales of the Territory EASi IR Products during the Royalty Term calendar quarter then ended, and shall contain information sufficient to discern how the royalty payment, if any, was computed. (c) EASi agrees to keep all proper records and books of account and all proper entries therein relating to the manufacture and sale of EASi IR Products and the sublicensing of the Licensed Technology. Extended may, at Extended's expense, cause an audit to be made of the applicable records in order to sales of verify statements rendered hereunder. Any such Ipsen MC4 Product in such country audit shall be conducted only by a certified public accountant (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in other than on a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (Acontingency-fee bass) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * shall be conducted during regular [*] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.

Royalties. In consideration for Subject to the rights terms and license granted under conditions of this Agreement, Licensee shallcommencing on the Effective Date of this Agreement, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, NEWLINK shall pay CIHS royalties to Ipsen based upon on Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such countryProducts by NEWLINK, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 its Affiliates and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made Sublicensees on a country-by-country and Licensed Product-by-Licensed Product basis as follows: (a) In countries where the manufacture, use, sale, offer for sale, or import of Licensed Products would, but for the grant of the license under the Agreement, infringe a Valid Claim of the Licensed Patents, NEWLINK shall pay to CIHS a royalty on Net Sales of Licensed Products in such countries at a rate equal to [*] of annual Net Sales of Licensed Products. In the event that the manufacture, sale or use of any Licensed Product is not covered by a Valid Claim within the Licensed Patents in a country, then NEWLINK shall pay to CIHS a royalty with respect to Net Sales in such country of such Licensed Products by NEWLINK, its Affiliates and Sublicensees at a rate equal to [*]. (b) The royalty obligations of NEWLINK shall expire on a country-by-country basisand Licensed Product-by-Licensed Product basis upon the later of (i) the expiration of the last to expire Valid Claim within the Licensed Patents covering the Licensed Product in a country (such expiration to occur only after expiration of extensions of any nature to such patents which may be obtained under applicable statutes or regulations in the respective countries of the Territory, such as the Drug Price Competition and Patent Term Restoration Act of 1984 in the U.S.A., and similar patent extension laws in other countries), or (ii) until twelve (12) years following the first commercial sale of a Licensed Product in a country. Payment Following expiration of royalties due the royalty obligations for each Licensed Product in each country, NEWLINK shall retain a fully-paid, [*] license under the Licensed Technology to Ipsen pursuant to this Article 4 shall be made make, have made, use, sell, offer for sale, and import such Licensed Products in accordance with the provisions of Article 5 hereofsuch country.

Royalties. In consideration AMICUS shall pay to UMBC [***] of NET SALES as a running royalty for all LICENSED PRODUCTS sold by AMICUS, its AFFILIATED COMPANIES, and SUBLICENSEES during the rights and license granted under term of this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]provided [*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * **] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED PORTIONS MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. AMICUS THERAPEUTICS, INC. Exclusive License Agreement however, AMICUS, its AFFILIATED COMPANIES, and SUBLICENSEES shall pay a [***] of NET SALES during the term of this agreement when a LICENSED PRODUCT is a DERIVED PRODUCT. Should AMICUS be required to license patent rights from a third party other than those already licensed by AMICUS from New York University's Mt. Sinai School of Medicine (i.e. allowed U.S. patent applications 09/604,053 and 09/948,348, pending U.S. patent application 10/172,604, entitled "A Method For Enhancing Mutant Enzyme Activity In Gaucher Disease," and any continuations, divisionals, and reissues thereof) to sell a LICENSED PRODUCT, AMICUS shall be entitled to credit [***] of any royalties payable under said third party license against the royalties due Ipsen pursuant to this Section 4.1 UMBC for such LICENSED PRODUCT, provided however, in any case, the royalty rate payable to UMBC shall not be reduced below [***]. Royalty payments shall be made quarterly on either a Licensed Productcalendar or fiscal quarterly schedule, at AMICUS' election, provided said quarterly schedule is reasonably consistent during the term of this Agreement. All non-by-Licensed Product basis US taxes related to the sales of LICENSED PRODUCTS shall be paid by AMICUS and on a country-by-country basis. Payment of royalties shall not be deducted from any royalty or other payments due to Ipsen pursuant to this Article 4 UMBC. In the event any LICENSED PRODUCT shall be made sold by AMICUS or an AFFILIATED COMPANY to an AFFILIATED COMPANY, or any person, corporation, firm or association with which AMICUS or an AFFILIATED COMPANY 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 any such LICENSED PRODUCT shall be based upon the greater of: 1) the net selling price at which the purchaser of LICENSED PRODUCTS resells such products to the end user, 2) the fair market value of the LICENSED PRODUCT which shall be determined based on the sales price of similar products or services sold in accordance with the provisions market, as applicable, or as may be mutually agreed by the parties, or 3) the net selling price of Article 5 hereof.LICENSED PRODUCTS paid to AMICUS or an AFFILIATED COMPANY. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMICUS THERAPEUTICS, INC. Exclusive License Agreement

Royalties. In consideration for the rights and license granted under The royalties set forth in this Agreement, Licensee shall, subject Section 6.3 shall apply to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given each country within the Territory, unless TolerRx properly exercises and participates in the US Profit/Loss Sharing Option, in which case (P) the royalties set forth in this Section 6.3 shall apply only to Net Sales in countries in the Territory during other than the Royalty Term applicable United States and (Q) Section 6.5 applies to sales of such Licensed Product in such countrythe United States. Subject to the foregoing, which royalties payable by Genentech under this Section 6.3 shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 determined and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made payable on a country-by-country and Licensed Product-by-Licensed Product basis and as follows (depending on the type of Licensed Product sold in such country): (A) with respect to such Licensed Product that, but for the licenses granted herein, would infringe a Valid Claim in such country, the royalties as set forth in Section 6.3(a); or (B) with respect to such Licensed Product that would not infringe a Valid Claim in such country, but (X) relies on or incorporates TolerRx Know-by-country basis. Payment of royalties due how, including but not limited to, Antibodies provided by TolerRx to Ipsen Genentech pursuant to this Article 4 Agreement or (Y) was developed pursuant to the Development Plan, the royalties set forth in Section 6.3(b). All such royalties shall be made further reduced by one or more of the following Sections, to the extent applicable: Sections 6.3(c) and 6.4. For clarity, no royalties for a Licensed Product in accordance a country shall be owed by Genentech under Sections 6.3 or 6.4 until the date of Commercial Introduction of such Licensed Product in such country. All references in this Agreement to "royalties under Sections 6.3 and 6.4" "royalties set forth in Sections 6.3 and 6.4" or the like shall mean royalties set forth in Sections 6.3, reduced by Section 6.4 if applicable. (a) ROYALTIES OWED BY GENENTECH FOR LICENSED PRODUCTS COVERED BY VALID CLAIM. As consideration to TolerRx for the licenses and other rights granted to Genentech under this Agreement, during the Term, Genentech shall make royalty payments to TolerRx (for each Licensed Product sold in the country(ies) where the sale of such Licensed Product, but for the licenses granted herein, would infringe a Valid Claim) as follows and such payments shall be reduced by Sections 6.3(c), and/or 6.4 to the extent applicable. (i) Genentech shall pay a royalty of [***] for the portion of Patented Product Aggregate Annual Worldwide Net Sales that is less than or equal to $[***]. * Confidential treatment requested: material has been omitted and filed separately with the provisions Commission. GENENTECH CONFIDENTIAL (ii) Genentech shall pay a royalty of Article 5 hereof[***] for the portion of Patented Product Aggregate Annual Worldwide Net Sales that is greater than $[***] and less than or equal to $[***]. (iii) Genentech shall pay a royalty of [***] for the portion of Patented Product Aggregate Annual Worldwide Net Sales that is greater than $[***] and less than or equal to $[***]. (iv) Genentech shall pay a royalty of [***] for the portion of Patented Product Aggregate Annual Worldwide Net Sales that is greater than $[***].

Royalties. In consideration for the rights and license granted under this Agreement, Licensee Company shall, subject during the relevant Royalty Periods (on a country by country and Licensed Product by Licensed Product basis), pay the Licensors, through the Leading Licensor, royalties equal to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]of all Net Sales by the Company and its Affiliates. During the Royalty Period, following the later of there being no Valid Claim, or the end of the Exclusivity Rights (if any), applicable to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given the country of sale, the said royalty rate in the Territory during the Royalty Term applicable to sales country of such Licensed Product in such country, which royalties sale shall be equal reduced to [ [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]* . Company shall be entitled to deduct [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of such Third Party Royalties from the consideration due the Licensors as a result of Net Sales; Sales by the Company or its Affiliates after all credits and deductions permitted by this Agreement have been taken, provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to which the Company shall pay Licensors, through the Leading Licensor, for Net Sales of by the Company or its Affiliates shall not be reduced by more than [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] during any particular payment period (namely that such Ipsen MC4 Product in any given country in the Territory Net Sales shall not be reduced to less than [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] during the Royalty Term applicable period in which there is a Valid Claim or Exclusivity Right, and to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date less than [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] during any remaining period of the MC4 [ ]* Agreement, Royalty Term) (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * “[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofCOMMISSION]”).

Royalties. In consideration for (a) Subject to the rights and license granted under remainder of this AgreementSection 8.04 (Royalties), Licensee shall, subject to shall pay Tetraphase the provisions of Sections 4.2, 4.3 and 4.4 below, pay following royalties to Ipsen based upon on aggregate Net Sales of any given all Licensed Product Products, at an incremental royalty rate determined by aggregate annual Net Sales of all Licensed Products in any given country each calendar year during the Term in the Territory during the Territory: Portion of Annual Net Sales of all Licensed Products Royalty Term applicable to sales By way of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 example and 4.4 belownot limitation, if Net Sales of all Licensed Products in the first quarter of a calendar year are [**] Dollars (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ $[**]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights), then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be [**]. (Ab) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used Running royalties paid by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to under this Section 4.1 8.04 (Royalties) shall be made paid on a Licensed Product-by-Licensed Product basis and on a countryJurisdiction-by-country Jurisdiction basis until the latest of (i) expiration of the last-to-expire Valid Claim that is a composition of matter claim (for clarity, including a formulation claim) in the Tetraphase Patent Rights or Joint Patent Rights that Covers such Licensed Product in the Field in such Jurisdiction, (ii) expiration of marketing or regulatory exclusivity with respect to such Licensed Product in such Jurisdiction, or (iii) ten (10) years from the First Commercial Sale of such Licensed Product in the Field in such Jurisdiction (each, a “Royalty Term”). Following the expiration of the Royalty Term with respect to a particular Licensed Product in the Field in a Jurisdiction, the license granted by Tetraphase to Licensee pursuant to Section 2.01(a) with respect to such Licensed Product in the Field in such Jurisdiction shall be perpetual, irrevocable, fully-paid and royalty-free, and Net Sales of such Licensed Product shall no longer be included in the aggregate Net Sales calculation in Section 8.03 (Sales Milestone Payments) or Section 8.04(a). (c) Notwithstanding the foregoing, in the event that, on a Licensed Product-by-Licensed Product, Jurisdiction-by-Jurisdiction and (subject to Section 8.04(c)(iv)) calendar quarter-by-calendar quarter basis. Payment : (i) in such Jurisdiction in the Territory during such calendar quarter during the Royalty Term for such Licensed Product, one or more applicable Generic Products are on the market in such Jurisdiction and unit sales of royalties such Generic Product(s) in such Jurisdiction constitute more than [**] percent ([**]%) but less than [**] percent ([**]%) of the total unit sales of such Generic Product(s) and Licensed Product in such Jurisdiction, Licensee shall, for such calendar quarter for such Licensed Product in such Jurisdiction, pay to Tetraphase a royalty rate that is [**] percent ([**]%) of the applicable rate set forth in Section 8.04(a); (ii) in such Jurisdiction in the Territory during such calendar quarter during the Royalty Term for such Licensed Product, one or more applicable Generic Products are on the market in such Jurisdiction and unit sales of such Generic Product(s) in such Jurisdiction constitute [**] percent ([**]%) or more of the total unit sales of such Generic Product(s) and Licensed Product in such Jurisdiction, Licensee shall, for such calendar quarter for such Licensed Product in such Jurisdiction, pay to Tetraphase a royalty rate that is [**] percent ([**]%) of the applicable rate set forth in Section 8.04(a); (iii) in the event that Section 8.04(c)(i), Section 8.04(c)(ii) does not apply, but, under applicable Law, the royalty rate must be reduced in order to ensure enforceability of the royalty obligation once clause (i) or (ii) of the Royalty Term ends with respect to a Licensed Product in a Jurisdiction, then the royalty with respect to such Licensed Product in such Jurisdiction shall be reduced by [**] percent ([**]%) from the rate set forth in Section 8.04(a). (iv) Subject in all cases to Section 8.04(d), if (A) a royalty reduction pursuant to Section 8.04(c)(i) or Section 8.04(c)(ii) is applicable with respect to a calendar quarter, (B) Licensee has paid to Tetraphase a royalty payment with respect to such calendar quarter pursuant to Section 8.05 (Royalty Payments and Reports) and (C) any or all of the amount of royalty reduction to which Licensee is entitled as set forth in clause (A) of this sentence was not applied to the royalty payment paid as set forth in clause (B) of this sentence due to Ipsen pursuant to this Article 4 time lag of information regarding market share of Generic Product(s), then the amount of reduction not applied shall be made fully creditable against payments owed by Licensee to Tetraphase in accordance one or more subsequent calendar quarters. (d) On a Licensed Product-by-Licensed Product, Jurisdiction-by-Jurisdiction and calendar quarter-by-calendar quarter basis, in no event shall the royalty rate payable to Tetraphase under this Section 8.04 (Royalties) be reduced by more than [**] percent ([**]%) of what it would otherwise be by operation of Section 8.04(a) alone with respect to such Licensed Product in such Jurisdiction in such calendar quarter as a result of the provisions of Article 5 hereofreductions set forth in Section 8.04(c).

Royalties. In consideration If Connetics exercises its option under Section 4.1 then: (a) Connetics shall pay royalties to InterMune on all Net Sales of Licensed Protein Products by Connetics, its Affiliates and its Dermatology Sublicensees at the applicable royalty rate set forth in Section 8.3 of the Genentech License (as may be reduced pursuant to Section 8.4 of the Genentech License). (b) Royalty payments shall be made to InterMune quarterly within sixty (60) days following the end of each calendar quarter for which royalties are due. Each royalty payment shall be accompanied by a report summarizing the total Net Sales by Connetics, its Affiliates and its Dermatology Sublicensees during-the relevant three-month period, and the calculation of royalties, if any, due thereon pursuant to subsection (a) above. (c) Connetics, its Affiliates and its Dermatology Sublicensees hereunder shall keep full, true and accurate books of account containing all particulars which may be necessary for the rights purpose of showing Net Sales. Said books of account shall be kept at the principal place of business of Connetics, its Affiliates or its Dermatology Sublicensees, as the case may be. Said books and license granted the supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain (and access shall not be denied thereafter, if reasonably available), to the inspection of an independent public accountant retained by InterMune or Genentech and reasonably acceptable to Connetics (or its Affiliate or Dermatology Sublicensee) for the purpose of verifying Net Sales under this Agreement, Licensee shall, ; subject to the provisions of Sections 4.2subsection (e) below. (d) Connetics shall, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales within sixty (60) days after the end of any given each calendar quarter beginning with the quarter of the first commercial sale of a Licensed Protein Product in any given country the Dermatology Field in the Territory by Connetics, its Affiliates or its Dermatology Sublicensees, deliver to InterMune a true and accurate report, setting forth such particulars of the business conducted by Connetics, its Affiliates and its Dermatology Sublicensees during the Royalty Term applicable preceding quarter as are pertinent to sales of such Licensed Product in such country, which royalties an accounting for Net Sales and deductible expenses as permitted under the Genentech License. Such reports shall be equal to [ ]* of such Net Sales; provided, however, that, subject to include at least the provisions of Sections 4.2, 4.3 and 4.4 below, if following: (i) such the total gross sales of Licensed Product is an Ipsen MC4 Product Protein Products occurring during that utilizes the Ipsen MC4 [ ]*calendar quarter, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and allowable deductions therefrom, (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to total Net Sales of such Ipsen MC4 Product Licensed Protein Products occurring during that calendar quarter and (iv) the calculation of royalties, if any, due thereon pursuant to subsection (a) above. (e) At InterMune’s or Genentech’s request and expense, Connetics shall permit a certified public accountant selected by InterMune or Genentech and reasonably acceptable to Connetics to examine, not more than once in any given country in the Territory four consecutive calendar quarters during the Royalty Term applicable to term of this Agreement, but including one (1) post-termination audit, Connetics’ books of account and records of all sales of Licensed Protein Products by Connetics, its Affiliates and its Dermatology Sublicensees for the sole purpose of determining the correctness of the reports provided by Connetics under subsection (a) above. If such Ipsen MC4 Product accountant reasonably determines that the royalties owed by Connetics to InterMune under subsection (a) above have been, for any calendar year in total, understated by Connetics, Connetics shall immediately pay to InterMune all understated royalties, together with interest on such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after royalties from the date accrued at a rate of prime plus 2% and shall pay the reasonable costs of the MC4 [ ]* Agreement, (B) [ ]* examination if the Ipsen MC4 [ ]* is delivered Connetics has understated such royalties by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofmore than 5%.

Royalties. In consideration For royalties calculated according to Exhibit “A”, royalties are paid on Gross License Fees and are based on the type of license model and/or Collection through which Appointed Content, Syndicated Content and/or Direct Sales is actually licensed as specified in Exhibit “A”. “Gross License Fees” means (a) the amount charged by ▇▇▇▇▇ or a Distributor/Client to each of their Clients (or the amount charged by ▇▇▇▇▇ to certain of its Distributors for certain royalty free licenses, where applicable); (b) the rights and license granted under this Agreement, Licensee shall, subject amount recovered from a third party infringer in connection with a Claim or (c) the amount of revenue received from consumer products/services that is allocated to the provisions of Sections 4.2Appointed Content. In all cases, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties following deductions shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if made from Gross License Fees before royalties are calculated: any (i) such Licensed Product is an Ipsen MC4 Product that utilizes applicable VAT, duty, levy or impost of any nature required to be withheld, deducted or paid by ▇▇▇▇▇ from any current or future sums due to Producer by any law, regulation, or treaty (excluding: (a) any taxes on the Ipsen MC4 [ ]*, net profits of ▇▇▇▇▇ or any Distributor; and (b) any withholding taxes imposed on remittances to ▇▇▇▇▇ from countries outside of the United States); (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 unauthorized use detection/enforcement fees and expenses, if any; and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rightsshipping charges, then the royalty rate applicable to Net Sales insurance charges and service fees such as, for example, special formatting requests, printing/framing costs and technology delivery/access services, in all cases arising out of such Ipsen MC4 Product in or resulting from any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date license of the MC4 [ ]* Agreement, same Appointed Content (B“License Fee Deductions”). ▇▇▇▇▇ may deduct the following amounts from the Royalties payable to Producer (together the “Royalty Deductions”): (a) [ ]* if advances on earnings or royalties under any agreement with ▇▇▇▇▇; (b) cancellations of a license where the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product original sale has been reported in a formulation consisting current or past sales report (“Sales Report”) including where due to a fraudulent transaction; (c) overpayment of the Ipsen MC4 [ ]* is used by Licensee Royalties in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) a prior Royalty period; and (Bd) amounts that may be deducted or withheld. ▇▇▇▇▇ will notify Producer of any Royalty Deductions in a Sales Report before deducting amounts from payments to Producer. Other than Royalties for Content that is applicable. For purposes improperly credited to Producer or any cancellations under (b), if ▇▇▇▇▇ has not notified Producer of clarificationany Royalty Deduction within 1 year after it has been incurred, ▇▇▇▇▇ waives the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant right to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofrecoup it.

Royalties. 4.01 In consideration for of the licenses and rights and license granted to Licensee by Sisvel under this Agreement, Licensee shallshall pay: (a) a non-refundable, non-recoupable sum of Three Thousand Euros (3,000.00 €) as an entrance fee; and (b) a royalty as specified in the royalty schedule under Section 4.02 for each Licensed Product. 4.02 The royalty shall be based on the number of Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of by Licensee and Affiliates during each calendar year. The royalty rates payable for each Licensed Product shall be the Royalty Rates according to the schedule set out below: 4.03 If Licensee or any Affiliates purchase Licensed Products from a third party that is licensed by Sisvel or all the DVB-S2X Patent Owners to Manufacture and Sell Licensed Products under the DVB- S2X Essential Patent Claims, and such third party (i) has timely fulfilled its royalty payment obligations under such license(s) for all such Licensed Products, and (ii) has provided Sisvel with a written declaration, subject to written approval by Sisvel, stating that it will be responsible for paying the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of for such Licensed Product Products prior to such Licensed Products being purchased from that third party by Licensee, then Licensee shall have no royalty obligation under this Agreement for such Licensed Products purchased from such third party. If Licensee Sells Licensed Products to a third party that is licensed by Sisvel or all the DVB-S2X Patent Owners to Manufacture and Sell Licensed Products under the DVB-S2X Essential Patent Claims, Licensee shall have the royalty payment obligation under this Agreement for such Licensed Products Sold to such third party, unless: (x) the third party is a licensee in good standing of Sisvel and has fulfilled all its royalty payment obligations under such country, which royalties shall be equal license at the time Licensee Sells such Licensed Products to [ ]* of such Net Salesthe third party; provided, however, that(y) the third party provides Sisvel with a written declaration, subject to written approval by ▇▇▇▇▇▇, stating that it will be responsible for paying the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) royalties for such Licensed Product is an Ipsen MC4 Product Products prior to such Licensed Products being Sold to that utilizes the Ipsen MC4 [ ]*, third party by Licensee; and (iiz) the Ipsen MC4 [ ]* was accepted in writing by third party timely pays royalties on such Licensed Products to Sisvel. The Licensed Products for which Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the has no royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant payment obligation according to this Section 4.1 shall 4.03 will not be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties considered when calculating the royalty due by Licensee according to Ipsen pursuant Section 4.02, but they need to this Article 4 shall be made listed in accordance with the provisions of Article 5 hereof.royalty statements as per Section

Royalties. In consideration 6.1 For Licensed Products covered by Regents' Patent Rights, IntraBiotics shall pay to The Regents for sale of such Licensed Products in the rights Field sold by IntraBiotics or its Affiliates, an earned royalty of [ * ]. 6.2 The royalties payable pursuant to Paragraph 6.1 (and license granted not those payable under this AgreementParagraph 4.2) shall be reduced (but in no event to less than [ * ]) by amounts equal to [ * ] the sum of royalties, Licensee shallif any, subject payable to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties third parties with respect to Ipsen based upon Net Sales of any given Licensed Products, unless such third party royalties result from a combination package as described below, in which case no third party deductions shall be allowed hereunder. 6.3 For Licensed Products covered by Joint Patent Rights but not covered by Regents' Patent Rights, IntraBiotics shall pay to The Regents for sale of such Licensed Products in the Field sold by IntraBiotics or its Affiliates, an earned royalty of [ * ]. 6.4 In the event a Licensed Product is sold in any given country in a combination package with one or more other products not covered by Regents' Patent Rights or Joint Patent Rights, or is sold as part of a single product containing such other products, for purposes of calculating earned royalties on such package, Net Sales will be calculated by multiplying the Territory during the Royalty Term applicable to sales Net Sales of such package by the fraction A/(A+B), where A is the gross selling price of the Licensed Products when sold separately and B is the gross selling price of the other products(s) when sold separately. In no event will the Net Sales of the Licensed Product in such countrya combination package be less than the Net Sales of the Licensed Product when sold separately. In the event that the Licensed Products are sold in a combination package and there have been no separate sales of a Licensed Product but there have been separate sales of the other product(s) in the combination package, which Net Sales shall be the difference between the gross selling price of the combination package and that of the other product(s), irrespective of how IntraBiotics may invoice the selling price of such combination package. In the event that neither the Licensed Product nor the other product or products contained in a combination package have had separate sales, Net Sales will be calculated by multiplying the Net Sales of the combination product by the fraction A/(A+B), where A is the fully burdened manufacturing cost of the Licensed Product and B is the fully burdened manufacturing cost of other products contained in a combination package. 6.5 Paragraphs 1.1, 1.2, 1.3, 1.4 and 1.5 define Regents' Patent Rights, Joint Patent Rights, Licensed Products, Licensed Methods and the Field so that royalties shall be equal to payable on a country by country basis on products covered by pending patent applications and issued patents. If patents have not issued before the First Commercial Sale, earned royalties on the sale of Licensed Products shall accrue for seventeen (17) years or, when patent(s) are extended under the Drug Price Competition and Patent Term Restoration Act of 1984 or by other acts of law, for seventeen years plus the term of the extension. If patents have issued before the First Commercial Sale, earned royalties on the sale of Licensed Products shall accrue for [ ]* ] , respectively. The term of such Net Sales; provided, however, that, subject to earned royalties due The Regents on the provisions sale of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Products covered under Regents' Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country Rights shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarificationMARKED BY BRACKETS, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. HAS BEEN OMITTED PORTIONS AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER OF THE SECURITIES ACT OF 1933, AS AMENDED. independent of the term of earned royalties due Ipsen pursuant The Regents on the sale of Licensed Products covered under Joint Patent Rights. 6.6 Royalties accruing to this Section 4.1 The Regents shall be paid to The Regents on a quarterly basis. Each such payment will be for royalties which accrued within the most recently completed calendar quarter and payment shall be made by IntraBiotics within [ * ] of the end of such calendar quarter. 6.7 All monies due The Regents shall be payable in United States funds collectible in Los Angeles, California. When Licensed Products are sold for monies other than United States dollars, the earned royalties will first be determined in the foreign currency of the country in which such Licensed Products were sold and then converted into equivalent United States funds. The exchange rate will be that established by the Bank of America in San Francisco, California on the last day of the reporting period. 6.8 Any tax for the account of The Regents required to be withheld by IntraBiotics under the laws of any foreign country shall be promptly paid by IntraBiotics for and on behalf of The Regents to the appropriate governmental authority, and IntraBiotics shall use its best efforts to furnish The Regents with proof of payment of such tax. All payments made by IntraBiotics in fulfillment of The Regents' tax liability in any particular country shall be credited against earned royalties or fees due The Regents for that country. 6.9 If at any time legal restrictions prevent the prompt remittance of part or all royalties by IntraBiotics with respect to any country where a Licensed ProductProduct is sold, IntraBiotics shall have the right and option to make such payments by depositing the amount thereof in local currency to The Regents' account in a bank or other depository in such country. If after [ * ] of good-by-faith efforts by The Regents to recover the monies, the royalties still cannot be returned to the United States, and if IntraBiotics has been able to recover its revenues from Net Sales of Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 Products, IntraBiotics will be responsible for payment in the United States. 6.10 In the event that any patent or any claim thereof included within the Regents' Patent Rights or Joint Patent Rights shall be made held invalid or unenforceable in accordance with a final decision by a court of competent jurisdiction from which no appeal has or can be taken, all obligation to pay royalties based on such patent or claim or any claim patentably indistinct therefrom shall cease as of the provisions date of Article 5 hereofsuch final decision. IntraBiotics shall not, however, be relieved from paying any royalties that accrued before such decision or that are based on another patent or claim not involved in such decision. 6.11 In the event that no patents covering Licensed Products or Licensed Methods have issued in a country after six (6) years from the Effective Date, the royalty obligations under paragraph 6.1 and paragraph 6.3 shall cease in such country until such time as patents covering Licensed Products and Licensed Methods do issue, after which time The Regents shall notify IntraBiotics, and IntraBiotics' payment obligations shall be resumed as of the issue date of the patents.

Royalties. a) In consideration for the rights and license granted under this Agreement, Licensee shall, subject addition to the provisions milestones recited in Article 9.1 above and in consideration of Sections 4.2the licenses granted to OMP by ADDEX pursuant to Article 8 above, 4.3 and 4.4 below, OMP shall pay royalties to Ipsen based upon ADDEX a royalty equal to the following percentage of Net Sales of any given Licensed Collaboration Product in any given country in the Territory sold hereunder by OMP, its Affiliates and Sublicensees during the Royalty Term applicable to sales period set forth in Subsection b) below. [***] % [***] % For the avoidance of doubt if a Collaboration Product contains a Collaboration Compound would qualify as both 1) a ▇▇▇ Compound or Agonist Compound; and 2) a NAM Compound such Licensed Collaboration Product in such country, which royalties shall be equal subject only to [ ]* one royalty provided a Collaboration Product containing a ▇▇▇ Compound or Agonist Compound. There will be no royalty stacking. Royalty will be determined as based upon the major activity of such the compounds as determined in assays in Appendix B. b) Royalties shall be paid in respect of the total Net Sales; providedSales of a given Collaboration Product inclusive of all indications and all formulations, howeveron a country by country basis and on a product by product basis, that, subject to for a period commencing on the provisions Date of Sections 4.2, 4.3 First Sale and 4.4 below, if ending upon the latest of the expiration of (i) such Licensed twelve (12) years from the Date of First Sale of a Collaboration Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, in a given country or (ii) the Ipsen MC4 [ ]* was accepted last to expire ADDEX Patent containing a Valid Claim covering composition of matter of Collaboration Compound comprised in writing a Collaboration Product sold by Licensee pursuant to Section 2.11.1 OMP, its Affiliates or Sublicensees in such country. c) If at any time during which Royalties are being paid, (i) a Third Party other than Sublicensee of OMP commences selling the Product containing the same compound as Collaboration Compound contained in such Collaboration Product in a country where no ADDEX Patent or OMP Patent exists with an enforceable Valid Claim on the Collaboration Compound and (iiiii) such unlicensed unit sales amount to [***] or more of OMP’s (and/or its Affiliate’s and/or its Sublicensee’s) unit sales in units of the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Collaboration Product in such country in the same period, the royalty applied in such country in such period shall be reduced by [***], such reduction shall apply as long as the unlicensed unit sales amount to [***] or more of OMP’s (Aand/or its Affiliate’s and/or its Sublicensee’s) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date unit sales in units of the MC4 [ ]* AgreementCollaboration Product in such country in the same period. For the convenience of calculating such reduced royalty and for the purpose of determining the applicable royalty rates from the Table set forth in subsection (a), (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date [***] of the MC4 [ ]* Agreement and such Ipsen MC4 Net Sales of the Collaboration Product in a formulation consisting such country in such period shall be deemed total Net Sales of the Ipsen MC4 [ ]* is used by Licensee Collaboration Product in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicablesuch country in such period. For purposes of clarificationthis subsection (c) “unlicensed unit sales” and “OMP’s (and/or its Affiliate’s and/or its Sublicensee’s) unit sales” shall be deemed to mean the grams of Collaboration Compound contained in the Third Party product (irrespective of dosage form) or the Collaboration Product (irrespective of dosage form), respectively, as reflected on the determination label of each such unit; and (ii) unlicensed unit sales shall be determined by the amount sales reports of royalties * CONFIDENTIAL TREATMENT REQUESTEDIMS America Ltd. of Plymouth Meeting, Pennsylvania (“MS”) or where applicable its non-US affiliate or any successor to IMS or any other independent market auditing firm selected by OMP, its Affiliate or its Sublicensees and reasonably acceptable to ADDEX. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen If OMP is entitled to a royalty reduction based on unlicensed unit sales pursuant to this Section 4.1 subsection (c) for any royalty period, it, its Affiliates or its Sublicensees shall submit the sales report of IMS or such other independent firm, as applicable, for the relevant royalty period to ADDEX, together with OMP’s, its Affiliates’ or its Sublicensees’ sales report for the relevant royalty period. Such sales reports for each royalty accounting period in which OMP is entitled to such royalty reduction shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen submitted with the royalty report for such royalty accounting period submitted pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof10.1.

Royalties. In consideration for Subject to the rights terms and license granted under conditions of this Agreement, Licensee shallcommencing on the Effective Date of this Agreement, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, NEWLINK shall pay CIHS royalties to Ipsen based upon on Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such countryProducts by NEWLINK, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 its Affiliates and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made Sublicensees on a country-by-country and Licensed Product-by-Licensed Product basis as follows: (a) In countries where the manufacture, use, sale, offer for sale, or import of Licensed Products would, but for the grant of the license under the Agreement, infringe a Valid Claim of the Licensed Patents, NEWLINK shall pay to CIHS a royalty on Net Sales of Licensed Products in such countries at a rate equal to [*] of annual Net Sales of Licensed Products. In the event that the manufacture, sale or use of any Licensed Product is not covered by a Valid Claim within the Licensed Patents in a country, then NEWLINK shall pay to CIHS a royalty with respect to Net Sales in such country of such Licensed Products by NEWLINK, its Affiliates and Sublicensees at a rate equal to [*]. (b) The royalty obligations of NEWLINK shall expire on a country-by-country basisand Licensed Product-by-Licensed Product basis upon the later of (i) the expiration of the last to expire Valid Claim within the Licensed Patents covering the Licensed Product in a country (such expiration to occur only after expiration of extensions of any nature to such patents which may be obtained under applicable statutes or regulations in the respective countries of the Territory, such as the Drug Price Competition and Patent Term Restoration Act of 1984 in the U.S.A., and similar patent extension laws in other countries), or (ii) until [*] following the first commercial sale of a Licensed Product in a country. Payment Following expiration of royalties due the royalty obligations for each Licensed Product in each country, NEWLINK shall retain a fully-paid, [*] license under the Licensed Technology to Ipsen pursuant to this Article 4 shall be made make, have made, use, sell, offer for sale, and import such Licensed Products in accordance with the provisions of Article 5 hereofsuch country.

Royalties. In consideration for the rights and license granted under this Agreement, Licensee shall, subject (a) Subject to the provisions of set forth below in Sections 4.29.5(b) through 9.5(j), 4.3 Section 9.6 and 4.4 belowSection 9.7, AstraZeneca shall pay royalties to Ipsen based upon Ardelyx, with respect to each Licensed Product, an incremental royalty on aggregate Annual Net Sales of each such Licensed Product made by AstraZeneca, its Affiliates, or its Sublicensees as follows: Portion of aggregate Annual Net Sales of relevant Licensed Product Royalty Rate >U.S. $[***] and £ U.S. $[***] [*** ] >U.S. $[***] and £ U.S. $[***] [*** ] >U.S. $[***] and £ U.S. $[***] [*** ] >U.S. $[***] and above [*** ] (b) The calculation of royalties under this Section 9.5 shall be conducted separately for each Licensed Product. Thus, if AstraZeneca sells more than one Licensed Product in the Territory, the thresholds and ceilings in section 9.5(a) shall apply separately to each Licensed Product. (c) Sales between AstraZeneca, its Affiliates and Sublicensees shall not be subject to royalties hereunder. Royalties shall be calculated on AstraZeneca’s, its Affiliates’ and Sublicensees’ sales of the Licensed Products to a Third Party, including Distributors (but excluding for the avoidance of doubt Sublicensees). Royalties shall be payable only once for any given batch of the Licensed Products. For the purpose of determining Net Sales, the Licensed Product shall be deemed to be sold when invoiced and a “sale” shall not include, and no royalties shall be payable on, transfers by AstraZeneca, its Affiliates or Sublicensees of free samples of Licensed Product or clinical trial materials, or other transfers or dispositions for charitable, promotional, pre-clinical, clinical, manufacturing, testing or qualification, regulatory or governmental purposes. (d) In the event that Ardelyx exercises the Co-Funding Option, the royalty rates set forth in Section 9.5(a) above shall, when the relevant Co-Funding Amount has been paid to AstraZeneca in its entirety by Ardelyx (failing which, no such increase shall apply), be increased by the number of percentage points set forth in the chart below, such increase to apply only to the royalties payable on Net Sales of the Licensed Product for which the Co-Funding Option was exercised. The increase shall apply to the royalties payable on Net Sales of such Licensed Product for all indications for which the relevant Licensed Product is sold. The increase shall be determined based upon the Co-Funding Amount committed and paid by Ardelyx for the relevant Licensed Product, as set forth below: Co-Funding Amount Percentage Point Increase in Royalty Rate U.S. $20,000,000 1% U.S. $30,000,000 2% U.S. $40,000,000 3% [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) If, at any time, in any particular country in the Territory, a given Licensed Product in any given country in [***], then, the Territory during the Royalty Term applicable to sales royalties that would otherwise have been payable on Net Sales of such Licensed Product in such country, which royalties country under this Agreement shall be equal to [ ]* reduced by [***] as from the first Calendar Quarter in which this Section 9.5(e) applies, and thereafter for so long as this Section 9.5(e) applies in such particular country. The calculation of such Net Sales; providedthe royalty reduction under this Section 9.5(e) shall be conducted separately for each Licensed Product in each country. (f) If, howeverat any time, thatin any particular country in the Territory, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) a Generic Product receives Regulatory Approval in such country and (ii) [***] decrease by more than [***] compared to the Calendar Quarter immediately preceding the first Calendar Quarter in which the Generic Product is sold, then, the royalties that would otherwise have been payable on Net Sales of such Licensed Product in such country under this Agreement shall be reduced by [***] as from the first Calendar Quarter in which this Section 9.5(f) applies and thereafter for so long as [***] in the Calendar Quarter immediately preceding the first Calendar Quarter in which the Generic Product is an Ipsen MC4 sold. The calculation of the royalty reduction under this Section 9.5(f) shall be conducted separately for each Licensed Product that utilizes in each country. (g) If, at any time, in any particular country in the Ipsen MC4 [ ]*Territory, a court or a governmental agency of competent jurisdiction requires AstraZeneca or its Affiliate or Sublicensee to grant a compulsory license to a Third Party permitting such Third Party to make and sell a Licensed Product in one or more countries in the Territory (iia “Compulsory License”), and the royalty rate for royalties payable to AstraZeneca, its Affiliate or Sublicensee on Net Sales (which term for the purpose of this Section 9.5(g) shall apply mutatis mutandis to sales by such grantee) of Licensed Products by or on behalf of such grantee of the Ipsen MC4 [ ]* was accepted in writing by Licensee Compulsory License is less than the royalty rate for royalties on Net Sales due to Ardelyx pursuant to this Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights9.5 in such country, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable for royalties due to sales of such Ipsen MC4 Product Ardelyx in such country shall be reduced to [***]. If AstraZeneca or its Affiliate receives any compensation (Aother than royalty payments) [ ]* if for the Ipsen MC4 [ ]* Compulsory License from the grantee of the Compulsory License, then [***] (but such compensation shall otherwise be disregarded for the purpose of calculating royalties due to Ardelyx hereunder, including for purposes of applying thresholds and ceilings). If AstraZeneca, its Affiliates or Sublicensees learn that a Third Party is delivered seeking a Compulsory License in any country in the Territory, AstraZeneca shall use Commercially Reasonable Efforts to oppose the granting of such Compulsory License. The royalty rate reduction set forth herein shall be effective as from the first Calendar Quarter in which this Section 9.5(g) applies and thereafter for so long as this Section 9.5(g) applies. The calculation of the royalty rate reduction under this Section 9.5(g) shall be conducted separately for each Licensed Product in each country. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (h) Any reductions set forth in Sections 9.5(e), 9.5(f), 9.5(g) and 9.5(j) shall be applied in the order in which the event triggering such reduction occurs, provided that in no event shall, due to the cumulative reductions set out in Sections 9.5(e), 9.5(f), 9.5(g) and 9.5(j), the royalties that would otherwise have been payable to Ardelyx under this Section 9.5 in a particular Calendar Quarter be reduced by Ipsen to Licensee more than [***] of that which would be due pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement9.5(a), (Bas modified by Section 9.5(d) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen applicable. Credits not exhausted in any Calendar Quarter may however be carried into future Calendar Quarters, subject to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses sentence. (Ai) and (B) is applicable. For purposes of clarification, the determination of the amount of AstraZeneca’s obligation to pay royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to under this Section 4.1 9.5 shall be made on a Licensed Product-by-Licensed Product basis and commence on a country-by-country basis, with respect to each separate Licensed Product, on the date of the First Commercial Sale of such Licensed Product in such country and shall expire, on a country-by-country basis, with respect to such Licensed Product, at the latest of: (i) the [***] of the First Commercial Sale of such Licensed Product in such country (or, in the case of [***] of such Licensed Product in [***]), and (ii) the date on which there is no longer a Valid Claim covering the sale of such Licensed Product in such country. Payment At such time as AstraZeneca’s obligation to pay royalties under this Section 9.5 have terminated in a country, the license granted to AstraZeneca under Section 2.1 shall automatically, and without further action on the part of royalties due Ardelyx or AstraZeneca, become non-exclusive, fully-paid, irrevocable and perpetual with respect to Ipsen pursuant to this Article 4 such country and the Net Sales of such Licensed Product in such country shall be made excluded from royalty calculations under this Section 9.5 (including for purposes of applying thresholds and ceilings). (j) If (i) AstraZeneca, in accordance with its reasonable judgment, determines that it is required to obtain a license from any Third Party in order to avoid infringement of such Third Party’s Patent, (ii) such Patent covers or claims the provisions composition, use, or method of Article 5 hereofmanufacturing, or method of treatment, of a Licensed Compound in order to import, manufacture, use, or sell any Licensed Product, (iii) AstraZeneca does not have any other commercially reasonable alternatives available to avoid such infringement, and (iv) AstraZeneca is required to pay to such Third Party a royalty, milestone payments or other monetary compensation in consideration for the grant of such license (“Third Party Compensation”), then for the period during which AstraZeneca owes royalties to Ardelyx hereunder, the amounts that would otherwise have been payable as royalties to Ardelyx under this Agreement shall be reduced by [***].

Royalties. In further consideration for of the rights and license granted to Akouos in this Agreement and subject to Sections 3.3.1, 3.4 and 3.5, Akouos shall pay to MEE, during each applicable Royalty Term, royalties at the applicable royalty rates set forth in Schedule C, based on the portion of annual worldwide Net Sales within each of the royalty tiers set forth in such Schedule C. For the avoidance of doubt, such royalties shall be payable in respect of annual worldwide Net Sales of each Licensed Product in the Field of Use recorded by Akouos, Affiliates and Sublicensees, including any Sublicensees having a Pass-Through Sublicense. In addition, in no event shall the mere manufacture of a Licensed Product without a sale or other transfer give rise to a royalty obligation. Notwithstanding anything to the contrary in this Agreement, the Parties agree that, unless and until Akouos obtains an exclusive commercial license from either BCH or its Affiliate (or otherwise under any applicable Inter-Institutional Agreement) for BCH’s jointly owned undivided half share of the applicable BCH Patent Rights (the “BCH Joint Share”), no royalties shall be due or payable under this Agreement in respect of sales of Licensed Products (i) in the Field of Use, where such Licensed Products are Covered by one or more Valid Claims of BCH Patent Rights but not by any Ancestral Technology Patent Rights or Ancestral Technology Know-How or (ii) outside the Field of Use. Once Akouos obtains under a definitive written agreement the BCH Joint Share of the applicable BCH Patent Rights, Akouos will thereafter be responsible to pay an additional royalty to MEE on the annual Net Sales of Licensed Products which meet the criteria set forth in clause (i) and/or clause (ii) above, during the applicable Royalty Term, such additional royalty to be in the same amount as the royalty to be paid to BCH under such definitive written agreement, and shall be in addition to the other royalty payments owed to MEE under this Section 3.3. For clarity, the BCH Joint Share and any related agreement which provides or grants the BCH Joint Share will not be considered to qualify as a Third Party License Agreement under this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.

Royalties. In As consideration for the rights and license licenses granted under in Paragraphs 2.A (i) of this Agreement, Licensee shall, subject to LICENSEE shall [***]. In the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, event that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable with respect to Net Sales of such Ipsen MC4 Product in any given country Licensed Products in the Territory during Renal Field, LICENSEE is paying royalties to unaffiliated third parties and the Royalty Term applicable total royalties, including those payable to sales RUSH hereunder, exceed 5 percent (5%) of such Ipsen MC4 Product in such country Net Sales, the amount due and payable to RUSH hereunder shall be proportionally reduced, but in no event shall the royalty payable to RUSH be less than [***] of Net Sales. (AFor example, if [***]. As partial consideration for the licenses granted in Paragraph 2.A.(i) [ and 2.A.(iii) of this Agreement, LICENSEE shall pay RUSH a Royalty equal to [***] of Net Sales of Licensed Products in the Non-renal Field and for diagnosis in the field of cancer by LICENSEE. In the event that, with respect to Net Sales of Licensed Products in the Non-renal Field and for diagnosis in the field of cancer, LICENSEE is paying royalties to unaffiliated third parties and the total royalties, including those payable to RUSH hereunder, [***] of Net Sales, the amount due and payable to RUSH hereunder shall be proportionally reduced, but in no event shall the royalty payable to RUSH be less than [***] of Net Sales. As partial consideration for the licenses granted in Paragraph 2.A(i) and 2.A(iii) of this Agreement, LICENSEE shall pay to RUSH the following milestone payments: [***]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee . No royalties shall be owing on any Licensed Products produced for or under any United States government agency contract pursuant to the reservation of rights referenced in Section 2.11.1 within [ ]* after the date 2.C. of the MC4 [ ]* this Agreement, (B) [ ]* if but only to the Ipsen MC4 [ ]* extent that LICENSEE can show that the United States government received a discount on Licensed Product sales, which discount is delivered by Ipsen equivalent to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of greater than the amount of royalties * CONFIDENTIAL TREATMENT REQUESTEDany such royalty that would otherwise be due. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 Any safes for United States government purposes shall be made reported under this Agreement by providing: (1) a United States government contract number; (2) identification of the United States government agency; and (3) a description as to how the benefit of the royalty-free sale was passed on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofUnited States government.

Royalties. In consideration for 3.1 For the rights rights, privileges and license granted hereunder and for the services to be performed by Licensor hereunder, Licensee shall pay royalties to Licensor (in the manner hereinafter provided) to the end of the term of this Agreement unless it shall be terminated as hereinafter provided: (a) A license issue royalty of * * *, which said license issue royalty shall be deemed earned and due immediately upon the execution of this Agreement; (b) A license exclusivity maintenance royalty of * * * * * * per Marketing Period during the first * * * Marketing Periods, which amount shall increase by the amount of * * * per Marketing Period during each subsequent Marketing Period until such time as the license exclusivity maintenance royalty equals * * * , and thereafter at a rate of * * * per Marketing Period, which said license exclusivity maintenance royalty shall be * * * Confidential Treatment Requested payable in monthly installments, in arrears, and shall be credited in full against the royalties on sales due for each Marketing Period pursuant to Section 3.1(c)(ii); (c) Royalties on sales in an amount equal to: (i) upon sale of the 25th 3-D Video System (as such term is defined in the description of Technology set forth in Appendix A attached hereto) incorporating a Licensed Product, and an additional * * * upon sale of each of the * * * and *** such 3-D Video Systems incorporating a Licensed Product; (ii) thereafter, through the date on which the Patent Rights Patent(s) expire (or, if no Patent Right Patents issue within three years of the date of this Agreement, through the fifteenth anniversary of the date of this Agreement), * * * first * * * of Net Sales, * * * of the next * * * of Net Sales, and * * * of all subsequent Net Sales. (d) From and after the date on which the Patent Rights Patent(s) expire (or, if no Patent Right Patents issue within * * * years of the date of this Agreement, from and after the * * * anniversary of the date of this Agreement), the obligation of Licensee to pay a license exclusivity maintenance royalty or any royalties on sales hereunder shall terminate and the license granted herein shall become perpetual, exclusive and royalty- free. 3.2 All royalties payable to Licensor under Section 3.1 above shall be considered earned by Licensor * * * by Licensee of payment for the license, use or sale of Licensed Products, and shall be payable * * * as set forth in Article 4 of this Agreement, except for license exclusivity maintenance royalties which shall be payable * * * immediately at the * * * in the manner as provided above. 3.3 All payments that are not paid for whatever reason when they become due shall be subject to the addition of interest at a floating rate per annum equal to the prime rate as published from time to time in the WALL STREET JOURNAL, calculated from said due date to the date a negotiable payment check is mailed by certified mail to Licensor for all monies due and owed to Licensor. Furthermore, Licensor shall not be obligated to give notice for interest to begin to accrue. 3.4 No multiple royalties shall be payable because the Licensed Product(s) or Licensed Process(es) are or shall be covered by more than one patent application or patent licensed under this Agreement, Licensee shall, subject to nor shall royalties be adjusted upon the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales granting of any given Licensed Product patent or the finding of invalidity of any patent or portion thereof governed by this Agreement. * * * Confidential Treatment Requested 3.5 Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as Licensor may reasonably designate consistent with the laws and regulations controlling in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such foreign country, which royalties . If any currency conversion shall be equal to [ ]* of such Net Sales; provided, however, that, subject to required in connection with the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount payment of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933hereunder, AS AMENDED. due Ipsen pursuant to this Section 4.1 such conversion shall be made by using the exchange rate prevailing at a first-class foreign exchange bank on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment the last business day of royalties due the calendar quarterly reporting period to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofwhich such royalty payments relate.

Royalties. In consideration for Beginning with the rights and license granted under this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales First Commercial Sale in any country of any given Licensed Product by LICENSEE or any of its Affiliates or Sublicensees, LICENSEE shall pay to LICENSOR royalties in any given accordance with the following schedule for Licensed Products sold by LICENSEE or its Affiliates and Sublicensees until the later to occur of (i) the expiration date of the last to expire of the Licensed Patents; or (ii) when a competitive generic product utilizing the Licensed Technology is marketed in the particular country in the Territory during Territory., LICENSEE will pay to LICENSOR the Royalty Term applicable to sales royalty specified below, for the manufacture, use, sale, import or offer for sale of such Licensed Product in the country where such countrymanufacture, which royalties shall be equal to [ ]* use, sale, import or offer for sale of such Net Sales; providedLicensed Product occurs, however, that, subject to infringe a Valid Claim of any Licensed Patent or violate an exclusive marketing right granted by any governmental agency in such country in the provisions absence of Sections 4.2, 4.3 and 4.4 below, if the License granted by Article 2 or a sublicense granted under Article 2: (i) Three percent (3%). (ii) For sales of Licensed Products by Sublicensees, ten percent (10%) of the total revenue received by LICENSEE, or any Affiliate of LICENSEE, from any other person or organization in the form of royalties, milestone payments or any other consideration (including the proportionate share of such non-cash consideration, for example and without limitation, stock, real property, and ownership interests) in respect of sublicense(s) granted by LICENSEE or any of its Affiliates under Article 2 (the “Sublicensee Revenue) in all countries in the Territory with the exception for Israel where LICENSOR shall receive eighteen percent (18%) of the Sublicensee Revenue. Notwithstanding the foregoing, in no event shall LICENSOR receive Sublicensee Revenue that is less cumulatively than the three percent (3%) royalty LICENSOR is entitled to if the sale had been made by LICENSEE to the Third Party. Additionally, regardless of LICENSEE’s sublicense to a Third Party, LICENSOR shall receive the Milestone Payments as set forth in Section 5.2 either from the LICENSOR or the Sublicensee; (iii) To the extent funds received by the LICENSEE or any Affiliate, from a Sublicensee or any other source are provided for and used for developing Licensed Products, such funds are not considered Sublicensee Revenue under Section 5.1(iii) and such funds shall not be subject to any royalty payment whatsoever to LICENSOR. Only one royalty under this Section 5.1 shall be due and payable to LICENSOR by LICENSEE in respect of the sale of any Licensed Product, regardless of the number of Valid Claims covering such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in or any given country in the Territory during the other considerations. Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 payments shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment within sixty (60) days after the end of royalties due to Ipsen pursuant to this Article 4 shall be made the Accounting Period in accordance with which the provisions of Article 5 hereofsale is made.

Royalties. In consideration for Renegade shall make royalty payments to Materia on the rights and license granted under this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in Products by Renegade and its Sublicensees for each calendar year until the Territory during expiration of the Royalty Term applicable to sales last-to-expire patent containing a Valid Claim covering the use, manufacture, sale or importation of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment Additionally, in the event that (a) a Product sold by Renegade or its Sublicensees is not covered at the time of royalties due sale by a Valid Claim in the country in which it is sold, (b) there is a pending published patent application comprising the Materia Patent Rights that contains a patent claim covering the use, manufacture, sale or importation of such Product in that country (“Published Claim”), and (c) that Published Claim subsequently issues and becomes a Valid Claim (“Secondary Valid Claim”, and the issued Secondary Valid Claim is “substantially identical” to Ipsen pursuant the Published Claim at the time of publication (as provided in U.S.C. 35 Section 154(d)), then Renegade and its Sublicensees shall, on a country-by-country basis, make (a) retroactive royalty payments on the Net Sales of Products covered by such Secondary Valid Claims in that country, and (b) retroactive Milestone payments (as provided in Section 3.2) for Products covered by such Secondary Valid Claims, in each case as to this Article 4 those Net Sales and Milestones for such Product that were achieved on or after the first publication date of the Secondary Valid Claim, and to the solely to the extent such royalty payments or Milestone payments were not previously paid with respect to such Products. The percentage royalty rate will be calculated based on the total Net Sales by Renegade and its Sublicensees made in each calendar year. The royalty rate applied shall be made in accordance with the provisions of Article 5 hereof.following schedule. Up to $[**] [**] Greater than $[**] to $[**] [**] Greater than $[**] to $[**] [**] Greater than $[**] [**]

Royalties. In consideration for GSK shall pay the rights and following royalties on Net Sales (as such term is defined below in Section D of this Exhibit C) to ARIDIS: (i) For any Product which, in the absence of the license granted under this Agreementby ARIDIS, Licensee shallwould infringe a Valid Claim of any Patent falling within ARIDIS Patents, subject ARIDIS Arising IP and/or ARIDIS’ interest in Joint Arising IP (in the case of Joint Arising IP, including Products which would, in the absence of either a license granted by ARIDIS or ownership of Joint Arising IP by GSK, infringe a Valid Claim of any Joint Collaboration Patent) (in each case such Product being hereinafter referred to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon as “Patented Product”) : [***] on Net Sales · (ii) Net Sales of any given Licensed Product sold under contract or arrangement with GAVI or UNICEF (or similar GAVI contractor) in any given country in all countries qualifying as GAVI countries at the Territory during the Royalty Term applicable to time of sales of such Licensed the relevant Product : [***] on Net Sales · (iii) For any Product that does not fall within the categories described in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if sub-paragraph (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, or (ii) above but comprises, contains, incorporates, or is developed through the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to use of any ARIDIS Know-How and/or ARIDIS Materials : [***] on Net Sales · In the event that a license to patents owned and/or controlled by Third Parties is necessary for GSK in order to avoid infringement in practicing ARIDIS Intellectual Property under the License Agreement, [***] of the royalties payable by GSK to such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of Third Parties under such Ipsen MC4 Product in such country license shall be deducted from the royalties due under the License Agreement provided however that such deductions shall not cause the royalties due under the License Agreement to be reduced by more than [***]. (ANote: This royalty reduction applies only to Third Party licenses required for the practice of Licensed IP; not for Third Party licenses as may be otherwise required for Product.) [ ]* if · GSK’s obligation to pay royalties under the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after License Agreement shall commence on the date of first commercial sale of the MC4 [ ]* Product in the first country of the Territory and, shall continue until the later of: · 10 years from first commercial sale in the U.S. or the E.U. or in a major market country (such term to be defined in the License Agreement, (Bthough in any case this term shall be no shorter than at least 8 years from the first commercial sale in the U.S. or E.U.) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement Territory (and such Ipsen MC4 Product other than GAVI/UNICEF countries); or · If longer, with respect to Patented Products, in a formulation consisting each country of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarificationTerritory, the determination last to expire of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933any licensed Patent falling within ARIDIS Patents, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made ARIDIS Arising IP and/or ARIDIS’ interest in accordance with the provisions of Article 5 hereofJoint Arising IP.

Royalties. In consideration for of the exclusive licenses and other rights and license granted to CpG under this Agreement, Licensee shallCpG agrees to pay to LOEB a royalty, subject commencing upon the first Commercial Sale of a Licensed Product by CpG, its Affiliates or its Sublicensees, as follows: (a) For Commercial Sales made by CpG or its Affiliates, CpG shall pay the highest applicable royalty as set forth below: (i) For sales of Licensed Products covered by issued or Pending Patent Rights, CpG shall pay to LOEB a royalty equal to [****] percent ([*]%) of Net Sales; (ii) For sales of Licensed Products not covered by issued or Pending Patent Rights, CpG shall pay to LOEB a royalty equal to [*****] percent ([*]%) of Net Sales. (b) Notwithstanding the provisions foregoing, in the event that the total royalties due to LOEB and all third parties on a Licensed Product exceed [**]% of Sections 4.2Net Sales prior to any applicable royalty reduction(s), 4.3 and 4.4 belowCpG shall be entitled to a royalty reduction of [*****] percent ([**]%) of the royalties owed to third parties on the Licensed Products in excess of [**]%, up to a maximum reduction of [**]% of the royalties due the LOEB according to Section 4.1(a) above. For example, if the total royalty due on a Licensed Product is [**]%, CpG shall pay royalties to Ipsen based upon LOEB a royalty of [***]% (i.e., [*]% - [***]%) of Net Sales of the Licensed Product. (c) In the event that CpG and/or its Affiliates receive Sublicense Income from any given Licensed Product in any given country in the Territory during the Royalty Term applicable Sublicensee, CpG shall pay to sales LOEB [***] percent ([**]%) of such Licensed Product in Sublicense Income from each such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, Sublicensee. (d) In the event that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if : (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, payments by CpG to LOEB under Section 4.1(c) plus (ii) the Ipsen MC4 [ payments by CpG to one or more third parties of a percentage of such Sublicense Income exceed [*****] percent ([**]* was accepted in writing %) of any such Sublicense Income received by Licensee CpG, then payments to LOEB pursuant to Section 2.11.1 4.1(c) will be reduced on a prorata basis with payments owed to such third parties on such Sublicense Income so that the total percentage paid out by CpG to all non-affiliated third parties with respect to Sublicense Income shall not exceed [******] percent ([**]%) of any such amounts received by CpG. For example, if CpG receives Sublicense Income and owes Party X [***] percent (iii[**]%) thereof and Party Y [******] percent ([**]%) thereof, bringing the Ipsen MC4 [ total owed to [**]* is Covered by Ipsen MC4 [ ]* Patent Rights%, then the royalty rate applicable to Net Sales LOEB’s share of such Ipsen MC4 Product in any given country in Sublicense Income will be reduced to [****]% (i.e., by [****]%, which is [****]% of the Territory during excess of [****] percent since [**]% is [****]% of [**]%). Notwithstanding the Royalty Term applicable foregoing, this provision shall only be effective with respect to sales of such Ipsen MC4 Product in such country payments to third parties which are governed by a similar provision and shall not be (A) [ ]* if used to reduced the Ipsen MC4 [ ]* is delivered by Ipsen percentage owed to Licensee LOEB pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicableSec. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.4.1

Royalties. In consideration for the rights and license granted under this AgreementOn a Product-by-Product basis, Licensee shall, subject Rhythm shall pay to Camurus royalties (“Royalties”) equal to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon percentages on the below annual Net Sales of any given Licensed Product in any given country in the Territory during as described below. For the Royalty Term applicable to sales portion of such Licensed aggregate annual Net Sales of Product in such country, which royalties shall be equal to of less than [ ]* of such Net Sales; provided, however, that, subject to in the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 Territory [ ]*, (ii) % For the Ipsen MC4 portion of aggregate annual Net Sales of Product equal to or greater than [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 less than [ ]* is Covered by Ipsen MC4 in the Territory [ ]*% For the portion of aggregate annual Net Sales of Product equal to or greater than [ ]* Patent Rights, then and less than [ ]* in the royalty rate applicable to Territory [ ]*% For the portion of aggregate annual Net Sales of such Ipsen MC4 Product in any given country equal to or greater than [ ]* in the Territory during [ ]*% Royalties shall be payable for a time period calculated on a Product-by-Product and country-by-country basis in respect of the Royalty Term applicable licenses granted to sales Rhythm by Camurus hereunder beginning on the First Commercial Sale of such Ipsen MC4 Product in such country shall be and ending on the later of (Aa) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of such First Commercial Sale of such Product in such country and (b) the MC4 expiration of the last to expire Valid Claim covering such Product within (i) Camurus Platform Patents or (ii) Patent Rights claiming Collaboration Inventions, in such country. The period during which Royalties are payable in respect of a Product in any country is referred to as the “Royalty Term”. Notwithstanding the foregoing, royalty rates shall be reduced by [ ]* Agreement*% with respect to sales of a Product in any country of the Territory during the Royalty Term if the sale, manufacture or use of the Product in such country is not covered by any Valid Claim within (B1) the Camurus Platform Patents or (2) Patent Rights covering Collaboration Inventions and in each case there is a Generic Product sold in such country. In no event may the Royalties set forth first above in this Section 5.3 be reduced by more than [ ]* if the Ipsen MC4 [ ]* is delivered *% by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date application of the MC4 [ ]* Agreement and such Ipsen MC4 Product one or more royalty reduction provisions in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofAgreement.

Royalties. In consideration If this Agreement is terminated in its entirety or with respect to one or more Products, other than by RevMed pursuant to Section 12.2(b) (Termination for Material Breach) or 12.2(c) (Termination for Insolvency), RevMed shall pay to Sanofi on a Product-by-Product basis royalties on sales of terminated Products (such Products, which for the rights purpose of clarity shall not include any Non-SHP2 Product, hereinafter referred to as “Termination Products”), calculated based on worldwide Net Sales (as such term is applied mutatis mutandis to RevMed and license granted under including sales in the U.S.) by RevMed and its Affiliates and Sublicensees of such Termination Products as follows: [***]. RevMed shall pay Sanofi such royalties until the earlier of (x) expiration of the Post-Termination Royalty Term therefor and (y) a Change of Control of Sanofi. Upon any termination of this Agreement, Licensee shallRevMed shall pay to Sanofi any amounts owed to Third Parties under license agreements to which Sanofi is a party that grant Sanofi a license under such Third Party’s Patent Rights or Know-How that is sublicensed to RevMed pursuant to Section 12.3(c)(ii)A, unless RevMed declines in writing to obtain such sublicense. “Post-Termination Royalty Term” means: (I) with respect to a particular country and a particular Termination Product that is the subject to of the provisions royalty obligations under Section 12.3(c)(ii)B(1), the period of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based time commencing upon Net Sales the First Commercial Sale of any given Licensed such Termination Product in any given such country in (by RevMed or its Affiliates or sublicensees) and ending upon the Territory during latest of (a) the Royalty Term applicable date on which there is no Valid Claim (as such term is applied mutatis mutandis to sales Sanofi Sole Program Patents) of a Sanofi Sole Program Patent that would be infringed by the sale of such Licensed Termination Product in such country; (b) the expiration of any Regulatory Exclusivity granted with respect to such Termination Product in such country[***] and (II) with respect to a particular country and a particular Termination Product that is subject of the royalty obligations under Section 12.3(c)(ii)B(2) or Section 12.3(c)(ii)B(3), which royalties shall be equal to [ ]* the period of time commencing upon the First Commercial Sale of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Termination Product in such country shall be (Aby RevMed or its Affiliates or sublicensees) [ ]* if and ending upon the Ipsen MC4 [ ]* is delivered by Ipsen latest of (a) the expiration of any Regulatory Exclusivity granted with respect to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Termination Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) such country; and (Bb) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof[***].

Royalties. In (a) Except as provided in paragraph (b) of this Section 5.4, in part consideration for of the license rights and license granted by Marina under this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, ProNAi shall pay royalties to Ipsen based upon Marina on Net Sales by ProNAi or any of any given its Affiliates or Sublicensees of Licensed Product in any given country in the Territory Products during the Royalty Term applicable to for sales of License Products in country(ies) where such sale would infringe, absent the license granted in Section 2.1, a Valid Claim of an issued Licensed Patent. ProNAi shall pay to Marina royalties equal to [***]% of the Net Sales revenue recognized by ProNAi or any of its Affiliates or Sublicensees from such sales. (b) Notwithstanding the provisions of paragraph (a) of this Section 5.4, unless ProNAi fulfills the requirements for a fully paid-up license set forth in paragraph (d) of Section 5.11 and makes the Initial Cash Payment to Verwaltungs (as defined in said Section 5.11) as set forth therein, ProNAi shall pay royalties with respect to the AG License Product in such country, which royalties accordance with the following: (i) ProNAi shall be equal pay to [ ]* Verwaltungs a royalty of [***] of Net Sales of ProNAi or any of its sublicensees in respect of such Net Sales; provided, however, that, subject to Sales of the provisions AG License Product (“Royalty Rate”). To the extent that a sublicense royalty received by ProNAi exceeds [***] of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to sublicensee’s Net Sales for the AG License Product, the Royalty Rate shall increase by [***] for every full percentage point in excess of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country [***] level. Royalties shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and payable on a country-by-country and AG License Product-by-AG License Product basis until the expiration in such country of the last to expire Valid Claim and all supplementary protection certificates based on a Valid Claim relating to the AG License Product (each an “SPC”). On a jurisdiction-by-jurisdiction basis, for all periods during which there is no Valid Claim or SPC in a particular jurisdiction, the Royalty Rate shall be reduced to [***] for the use of Licensed Know-How until the earlier of (i) the three (3) year anniversary of the date of the last to expire of all Valid Claims and SPC’s in such jurisdiction or (ii) the date upon which a third party legally introduces a generic version of the AG License Product in such jurisdiction. Payment In the event that any AG License Product is sold in combination with another active ingredient or component having independent therapeutic effect or diagnostic utility, then “Net Sales,” for purposes of determining royalty payments on the combination during the royalty payment period in question shall be calculated as follows: By multiplying the Net Sales of the combined product by the fraction A/{A+B), where A is the list price of such AG License Product as sold separately, and B is the list price of the other active ingredients or components as sold separately. In the event that there are no separate sales of such AG License Product or the active ingredients or components in such combination product, Net Sales shall instead be calculated by multiplying them by the formula in the foregoing clause (i), but where A is the commercial value of such AG License Product if sold separately and B is the commercial value of the other active ingredients or components if sold separately, with each such value determined using criteria and a commercial value mutually agreed upon in writing by Verwaltungs and ProNAi. (ii) The royalty payments due under this Section 5.4(b) shall be paid to Verwaltungs by ProNAi within sixty (60) days after the end of each calendar quarter in which such Net Sales are made and royalties are owed hereunder. Each such payment shall be accompanied by a report (with a copy to Marina) showing the Net Sales of each AG License Product sold by ProNAi, or an Affiliate or sublicensee of ProNAi, in each country, the applicable royalty rate for such AG License Product, and a calculation of the amount of royalty. (iii) ProNAi shall not be obligated to pay multiple royalties on Net Sales of a AG License Product, even if a AG License Product is covered by more than one Valid Claim. (iv) If ProNAi, in its reasonable judgment, is required to obtain a license from any third party that is not an Affiliate of ProNAi under any patent in order to practice the Licensed Technology, and if ProNAi is required to pay a royalty under such license calculated on sales of such AG License Product in any country, and the infringement of such patent cannot reasonably be avoided by ProNAi, or if ProNAi is required by a court of competent jurisdiction to pay such a royalty, then ProNAi’s obligation to pay royalties to Verwaltungs with respect to such AG License Product shall be reduced by [***] of the amount of the royalty paid to such third party with respect to such AG License Product; provided however, that the royalties payable to Verwaltungs shall not be reduced in any such event below [***] of the applicable amount set forth in Section 5.4(b)(i) above. Prior to ProNAi exercising its reasonable judgment under this subparagraph (iv), ProNAi shall provide Verwaltungs and Marina with written notice of a potential need to obtain any license from third parties. (v) ProNAi may withhold from payments due to Ipsen pursuant Verwaltungs amounts for payment of any withholding tax that it is required by law to this Article 4 pay to any taxing authority with respect to such payment amounts due to Verwaltungs; provided, however, that in regard to any such tax withholding, ProNAi shall give Verwaltungs such documents and provide any other cooperation or assistance on a reasonable basis as may be necessary to enable Verwaltungs to claim exemption therefrom to receive a full refund of such withholding tax or claim a foreign tax credit and shall, upon Verwaltungs’ request, give proper evidence from time to time as to the payment of such tax. (vi) Translation of sales recorded in local currencies to ProNAi’s or sublicensee’s global currency will be performed in a manner consistent with ProNAi or sublicensee’s normal practices used to prepare its audited financial statements for internal and external reporting purposes, and which uses a widely accepted source of published exchange rates. Royalties will be calculated and paid in Euros, using the rate of conversion from applicable global currency to Euros published in The Wall Street Journal (U.S.) two business days before the due date; provided, however, that for purposes of converting ProNAi’s cash payment obligations upon achievement of milestones with respect to the AG License Product as contemplated by Section 5.11 below, any such milestone payment in Euros shall be adjusted so that the rate of conversion of U.S. Dollars to Euros is not more than two percent (2%) greater or less than such rate of conversion as published in The Wall Street Journal (U.S.) as of the Effective Date. (vii) All royalty and milestone payments not paid within the time period set forth in this Section 5.4(b) shall bear interest at a rate of one percent (1%) per month from the due date until paid in full; provided that, in no event shall such annual rate exceed the maximum interest rate permitted by law in regard to such payments. Such royalty or milestone payment when made shall be accompanied by all interest so accrued. (c) If within thirty (30) days of the date of this Agreement ProNAi fulfills the requirements for a fully paid-up license set forth in accordance with paragraph (d) of Section 5.11 and makes the provisions Initial Cash Payment to Verwaltungs as set forth therein, then in lieu of the payment obligations set forth in paragraph (b), (i) ProNAi shall pay to Verwaltungs a royalty of [***] of Net Sales of ProNAi or any of its sublicensees in respect of such Net Sales of the AG License Product (the “Fully Paid-up Royalty Rate”). To the extent that a sublicense royalty received by ProNAi exceeds [***] of the sublicensee’s Net Sales of the AG License Product, the Fully Paid-up Royalty Rate shall increase by [***] for every full percentage point in excess of such [***] level. Royalties shall be payable on a country-by-country and AG License Product-by-AG License Product basis until the expiration in such country of the last to expire Valid Claim and all SPCs. On a jurisdiction-by-jurisdiction basis, for all periods during which there is no Valid Claim or SPC in a particular jurisdiction, the Royally Rate shall be reduced to [***]% for the use of Licensed Know-how until the earlier of (i) the three (3) year anniversary of the date of the last to expire of all Valid Claims and SPCs in such jurisdiction or (ii) the date upon which a third party legally introduces a generic version of the AG License Product in such jurisdiction; and (ii) except as expressly set forth in this paragraph (c), all financial obligations of ProNAi set forth in this Agreement are terminated as of the Fully Paid-Up Effective Time (as defined in Section 5.11(d)). (d) If ProNAi exercises the Substitution Right, then in addition to royalties payable to Verwaltungs under this Section 5.4, ProNAi shall pay to Marina a royalty of [***] of Net Sales of ProNAi or any of its sublicensees in respect of such Net Sales of the AG License Product. 12. Article 5 hereof.of the Marina License is hereby amended to add Section 5.11, which shall read in its entirety as follows:

Royalties. 5.1 In partial consideration for the rights and license licenses granted under hereunder by TI to LANSTAR during the period commencing on January 1, 1996 through the date of expiration or termination of this Agreement, Licensee shallLANSTAR shall pay to TI royalties, in United States dollars, at the rate of ten percent (10%) of NET SALES BILLED, for all DRAMs that are directly or indirectly: used, leased, sold, imported or otherwise disposed of by LANSTAR or any of its SUBSIDIARIES sublicensed hereunder, in any ROYALTY BEARING COUNTRY, and at the rate of five percent (5%) of NET SALES BILLED, for all SRAMs, ROMs, PROMs, EPROMs, FLASH EPROMS, or EEPROMs that are directly or indirectly: used, leased, sold, imported or otherwise disposed of by LANSTAR or any of its SUBSIDIARIES sublicensed hereunder, in any ROYALTY BEARING COUNTRY. 5.2 With respect to LICENSED PRODUCTS which are leased, sold or otherwise disposed of by LANSTAR in any ROYALTY FREE COUNTRY and which are not made totally or in substantial part in a ROYALTY BEARING COUNTRY, the following provisions shall apply: W subject to the provisions of Sections 4.2Article 5.2 (ii), 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties LICENSED PRODUCTS shall be equal presumed to [ ]* be indirectly used, 1. By way of such Net Salesexample, "made in substantial part" shall encompass the manufacture or partial manufacture of semiconductor wafers, or the process of assembly. 5.3 Royalties shall not be due from LANSTAR to TI, under Articles 5.1 through 5.2, for any LICENSED PRODUCTS (i) the manufacture, use, lease, importation, sale or other disposition of which is not licensed hereunder; (ii) which are supplied directly to TI or any of its SUBSIDIARIES; (iii) which are manufactured under the "have made" right of a third party licensed by TI; or (iv) obtained from a third party by LANSTAR pursuant to Article 3.4(b); provided, however, that, subject to in the provisions cases of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) and (iv), LANSTAR obtains from TI (in the Ipsen MC4 [ ]* is Covered case of (iii) and with respect to the period after the EFFECTIVE DATE: prior to such manufacture, use, lease, sale, or other disposition, by Ipsen MC4 [ ]* Patent Rights, then LANSTAR) written confirmation that such third party has a license from TI permitting such activities. 5.4 The parties acknowledge that the royalty rate applicable amounts and rates specified in Article 5.1 take into consideration the value of the licenses granted to Net Sales of such Ipsen MC4 Product TI in any given country in this Agreement, and the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country method for calculating royalties. 5.5 All royalty payments shall be made to TI in U.S. dollars by telegraphic transfer to TI's bank account at Nations Bank of Texas, Account 'No. 125 210 4040, Dallas, Texas, or to such other financial institution and account number as TI may designate in writing to LANSTAR. If LANSTAR fails to make such payments on or before the required dates, a supplemental royalty equal to one percent (A1%) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on paid by LANSTAR for each month, or part of a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 month, that such payment is late. 5.6 LICENSED PRODUCTS shall be made in accordance with the provisions deemed to be put into use, or sold, leased or otherwise disposed of, when billed by LANSTAR, or a SUBSIDIARY of Article 5 hereofLANSTAR sublicensed hereunder, to a third party, or upon use by LANSTAR or any of its SUBSIDIARIES sublicensed hereunder, whichever event occurs first. once royalty has been accounted for, for any LICENSED PRODUCT, no further royalty shall be payable thereon under this Agreement.

Royalties. (i) In consideration for addition to amounts payable pursuant to Sections 4.1(a) and 4.1(b) above, Company shall make royalty payments to CyDex during the rights Term on a calendar ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. quarterly basis, in an amount equal to **** of the applicable Net Sales during such quarter arising from the sale of the Licensed Product in the Territory, commencing on the first Commercial Launch Date of the Licensed Product in the Field in the Territory and license granted continue on a country by country basis. Such royalties accrued and payable by Company to CyDex shall be capped at **** on a calendar annual basis. All royalties payable to CyDex pursuant to this Section 4.1(c)(i) shall be due and payable within **** after the conclusion of each calendar quarter. (ii) Following the expiration of the last to expire Licensed Patent, on a country by country basis, then Company shall have the right to reduce by **** the royalty payments owed pursuant to Section 4.1(c)(i) All royalties payable to CyDex pursuant to this Section 4.1(c)(ii) shall be due and payable within **** after the conclusion of each calendar quarter. Company’s obligation to pay royalties pursuant to this Section 4.1(c)(ii) shall continue until the seventh (7th) anniversary of the expiration date of the last to expire Licensed Patent, on a country by country basis provided the Licensed Product is covered by one or more Company patents. (iii) In establishing the royalty structure hereunder, the parties recognize, and Company acknowledges, the substantial value of the various obligations being undertaken by CyDex under this Agreement, Licensee shall, subject in addition to the provisions grant of Sections 4.2the licenses under the Licensed Patents and Captisol Data Package, 4.3 to enable the rapid and 4.4 below, pay royalties to Ipsen based upon Net Sales effective market introduction of any given the Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject Territory. The parties have agreed to the provisions of Sections 4.2, 4.3 payment structure set forth herein as a convenient and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant fair mechanism to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofcompensate CyDex for these obligations.

Royalties. In consideration (a) ANAPTYS will pay MRC royalties as follows: (i) Licensed Methods (ii) Licensed Products for the rights and license granted therapeutic or prophylactic uses in humans or animals [*] (iii) Licensed Products for non-therapeutic uses: [*] (b) All royalties payable under this Agreement, Licensee shall, Section 4.3 shall be subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which following conditions: (i) No multiple royalties shall be equal to [ ]* owed because the use or sale of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such any Licensed Product or Licensed Methods is an Ipsen MC4 covered by more than one valid and unexpired claim contained in the Patent Rights. For clarification, royalties shall only be owed either for a Licensed Product that utilizes or Licensed Method and solely based upon one of the Ipsen MC4 [ ]*, following sections: 4.3(a)(i) or 4.3(a)(ii) or 4.3(a)(iii) above. (ii) If ANAPTYS, its affiliate or its Sublicensee is required to obtain a license or patent rights from one or more independent third parties in order to make, have made, use, have used, sell, have sold, offer for sale, import or have imported Licensed Products or Licensed Methods without infringement of such patents, and if the Ipsen MC4 [ total royalty burden (including royalties payable to MRC) for such Licensed Products or Licensed Methods exceeds, [*]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Licensed Product or Licensed Method by ANAPTYS, its affiliates and its Sublicensees payable to MRC shall be adjusted as follows: (1) For Licensed Products for therapeutic or prophylactic uses in any given country humans or animals, the royalty rate applicable to Net Sales of such Licensed Product shall be adjusted to the rate determined by [*]. (2) For Licensed Products for non-therapeutic uses, the royalty rate applicable to Net Sales of such Licensed Product shall be adjusted to the rate determined by [*]. (3) For Licensed Methods, the royalty rate applicable to Net Sales of such Licensed Method for the first [*] years following the First Commercial Service Activity shall be adjusted to the rate determined by [*]. (4) For Licensed Methods, the royalty rate applicable to Net Sales of such Licensed Method after the end of the [*] year of First Commercial Service Activity as below shall be adjusted to the rate determined by [*]; provided that (i) in the Territory during case of any royalty due on services using Licensed Methods [*], and (ii) any royalty due on services using Licensed Methods, [*]. In no event, however, shall the Royalty Term applicable royalty rate payable to sales MRC for any Licensed Product, or Licensed Method be reduced by greater than [*]% of the royalty rate otherwise due to the MRC under this provision. (iii) In the case of any combination product, Net Sales for such Combination Product shall be calculated by multiplying actual Net Sales of such Ipsen MC4 combination product by the fraction A/(A+B) where A is the invoice price of the Licensed Product if sold separately, and B is the total invoice price of the other active ingredient or ingredients in the combination product, if sold separately. If neither the Licensed Product nor the other active ingredient(s) are sold separately, the Parties shall determine Net Sales for such country shall combination product by mutual agreement based on the relative contribution of the Licensed Product and each other active ingredient to the combination product. (iv) In the event that any patent or claim thereof included within the Patent Rights is held invalid in a final decision by a court of competent jurisdiction and last resort and from which no appeal has or can be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen taken, or has been pending for more than [*] years without issuance, then all obligation to Licensee pursuant to Section 2.11.1 within [ ]* after pay royalties based on that patent or claim or any claim patentably indistinct there from will cease as of the date of the MC4 [ ]* Agreementfinal decision or [*] year anniversary. ANAPTYS will not, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at however, be relieved from paying any time after the [ ]* following the date of the MC4 [ ]* Agreement and royalties that accrued before such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* final decision or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofanniversary.

Royalties. In (a) Gelesis shall pay to PureTech, during the applicable term described in Section 2(b) below, earned royalties at the following rates: Type of Licensed Product Rate A royalty on all Net Sales by Gelesis-Bermuda, its affiliates or any Sublicensee of Licensed Products that are not FoodProducts: 2 % A royalty on all Net Sales by Gelesis-Bermuda or its affiliates of Licensed Products that are Food Products: 2 % If the manufacture, use, lease, or sale of any Licensed Product is covered by more than one of the Valid Claims under the Patent Rights in the Field, or any patents in the Improvements or Food IP, multiple royalties shall not be due. (b) The Parties hereby agree that should intellectual property rights owned by a third party pose as an obstacle to the development or commercialization of any Licensed Product that is not a Food Product (the “Blocking IP”), Gelesis-Bermuda or an applicable affiliate of Gelesis-Bermuda shall, after consulting in good faith with PureTech, seek a potential settlement solution with the Blocking IP holder and the royalty rates for Licensed Products that are not Food Products set forth in Section 2(a) shall be reduced by the amount of such consideration paid for the rights and license granted under this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net SalesBlocking IP; provided, however, that, subject however that in no case shall the royalty rates for Licensed Products that are not Food Products set forth in Section 2(a) be reduced by more than fifty percent (50%) as a result of the application of this Section 2(b). (c) The obligation of Gelesis to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pay royalties pursuant to Section 2.11.1 and (iii2(a) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and terminate on a country-by-country basis. Payment basis concurrently with (i) the expiration or termination of royalties due to Ipsen pursuant to this Article 4 shall be made the applicable Valid Claim under the Patent Rights in accordance with the provisions country in which the Licensed Product is sold, or (ii) the withdrawal, cancellation, or disclaiming of Article 5 hereofthe applicable Valid Claim under the Patent Rights in the country in which the Licensed Product is sold.

Royalties. In 4.5.1 As further consideration for the rights License and license granted subject to [****] provided for under the STTA (as such terms are restated in pertinent part below in Section 4.5.2 of this Agreement), on a Product-by-Product basis and until the later of: (a) the expiration of the last to expire Valid Claim covering such Product; or (b) [****] after the First Commercial Sale of such Product (“Royalty Term”), Licensee shallshall pay to Penn a non-refundable, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon [****] royalty on all Net Sales of Product as set forth in Exhibit B attached hereto (“Royalty”). 4.5.2 [****] 4.5.3 Notwithstanding anything in this Section 4.5, in the event that Penn or Licensee receives a request for a Compulsory License anywhere in the world, it shall promptly notify the other Party. If any given Licensed Product Third Party obtains a Compulsory License in any given country in country, then Penn or Licensee (whoever has first notice) shall promptly notify the Territory during other Party. Thereafter, as of the Royalty Term applicable to sales of date the Third Party obtained such Licensed Product Compulsory License in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable payable under this Section 4.5 to Penn for Net Sales in such country will be adjusted to equal any lower royalty rate granted to such Third Party for such country with respect to the Sales of such Ipsen MC4 Product in therein. 4.5.4 If, after the Effective Date, Licensee determines upon the advice of outside intellectual property counsel that a license to Patent Rights from a Third Party is reasonably necessary to research, develop, make have made, use, sell, offer for sale, commercialize or import a Product, Licensee may obtain such a license to such Patent Rights from such Third Party and Licensee may deduct from any given country in the Territory during the Royalty Term applicable royalty payments due to Penn hereunder an amount equal to [****] of any royalty paid by Licensee to such Third Party on sales of a particular Product; provided that in no event will the deduction under this Section reduce any Royalty payment in respect of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination more than [****] of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTEDotherwise payable hereunder. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to In no event shall royalty reductions under this Section 4.1 4.5.3 reduce the royalty owed to Penn under Section 4.5.1 to less than [****]. 4.5.5 Licensee must pay Royalties owed to Penn on a calendar quarter basis on or before the following dates: (a) [****] for any Sales that took place on or before the last day of the calendar quarter ending [****]; (b) [****] for any Sales that took place on or before the last day of the calendar quarter ending [****]; (c) [****] for any Sales that took place on or before the last day of the calendar quarter ending [****]; and (d) [****] for any Sales that took place on or before the last day of the calendar quarter ending [****]. 4.5.6 Licensee shall pay to Penn the minimum annual royalties (“Minimum Annual Royalty”) provided in Exhibit B attached hereto during each of the following calendar years after the year in which the First Commercial Sale occurred in any country. Licensee will pay the Minimum Annual Royalty on [****] of each calendar year it is due, provided that the Minimum Annual Royalty paid for a calendar year shall be made on a Licensed Product-by-Licensed [****]. 4.5.7 With respect to any Product basis that is covered solely by part (d), and on a country-by-country basis. Payment not by parts (a) through (c), of royalties due to Ipsen pursuant to this Article 4 the definition of Product (Section 1.24), the Royalty payable for such Product shall be made [****] of the Royalty that would otherwise be payable in accordance with the provisions of Article 5 hereofterms set forth above.

Royalties. In consideration for (a) ALLERGAN shall pay to ENTREMED on the rights NET SALES of PRODUCTS sold by ALLERGAN, its AFFILIATES and license granted under this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country SUBLICENSEES in the Territory during the Royalty Term applicable to sales TERRITORY as follows: a royalty of * percent (*%) of such Licensed Product NET SALES on sales in such country, which royalties shall be equal to [ ]NORTH AMERICA; a royalty of * percent (*%) of such Net Sales; providedNET SALES in EUROPE, however, that, subject Australia and Japan and a royalty of * percent (*%) of such NET SALES in ROW. In the event that there is no VALID CLAIM with respect to a PRODUCT in a particular country of sale in the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent RightsTERRITORY, then the foregoing royalty rate applicable rates with respect to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be *. (Ab) [ ]In the event that any of ALLERGAN or its AFFILIATES to whom this license has been extended hereunder is required to pay any royalties to any THIRD PARTY as a result of a granted patent with respect to a PRODUCT in any country in the TERRITORY, ALLERGAN shall be entitled to a credit against royalties due to ENTREMED for such PRODUCT under this AGREEMENT in each CALENDAR QUARTER in an amount equal to * if percent (*%) of such royalties paid to such THIRD PARTIES for such PRODUCT in such country for such CALENDAR QUARTER, but in no event shall such credit exceed a percentage of NET SALES of such PRODUCT in such country for such CALENDAR QUARTER, as follows: * percent (*%) of such NET SALES on sales in NORTH AMERICA; * percent (*%) of such NET SALES in EUROPE, Australia and Japan and * percent (*%) of such NET SALES in ROW. (c) Such royalties shall be paid as set forth in Sections 9.1(a) and 9.1(b) above by ALLERGAN, on a country by country, PRODUCT by PRODUCT, basis for a period of ten (10) years in each country of the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after TERRITORY from the date of FIRST COMMERCIAL SALE of such PRODUCT in each such country and if thereafter such PRODUCT is covered by a VALID CLAIM of a PATENT RIGHT, such royalties shall be payable until the MC4 [ ]last to expire PATENT RIGHT in such country; provided that if thereafter such PRODUCT is covered by the claims of an ALLERGAN PATENT the royalties set forth herein shall continue to be payable until the last to expire applicable ALLERGAN PATENT, but the royalty rate during this period shall be reduced to * Agreement, percent (B*%) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and royalty rate set forth herein. Upon termination of any such Ipsen MC4 Product period ALLERGAN shall have a perpetual, irrevocable, fully-paid license to use the KNOW-HOW with respect to PRODUCTS sold in a formulation consisting such country. Upon the expiration of the Ipsen MC4 [ ]* last to expire PATENT RIGHT in the TERRITORY which is used by Licensee a VALID CLAIM, ALLERGAN shall have a perpetual, irrevocable, fully-paid license to use the KNOW-HOW in [ ]* or (C) [ ]* if neither of every country in the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofTERRITORY.

Royalties. In (a) As further consideration for Cephalon’s grant of the rights and license granted under this Agreementlicenses to FBIO hereunder, Licensee shall, subject FBIO shall pay to Cephalon a royalty at the graduated royalty rates specified in the table below with respect to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon aggregate annual worldwide Net Sales of any given all such Licensed Product in any given country Products by FBIO and its Affiliates and Sublicensees in the Territory during in a Calendar Year: For that portion of aggregate annual Net Sales of all Licensed Products up to and including $* *% For that portion of aggregate annual Net Sales of all Licensed Products that is greater than $* *% The applicable royalty rate shall be calculated as provided in this Section 5.3(a) by reference to the aggregate annual worldwide Net Sales of all Licensed Products in a Calendar Year. By way of example, in a given Calendar Year, if the aggregate annual worldwide Net Sales of all Products for which royalties are due under this Section 5.3(a) were US$*, the following Royalty payment would be payable under this Section 5.3(a): (*% x US$*) + (*% x US$*) = US$*. (b) Royalties shall be payable from the First Commercial Sale of a Licensed Product until the expiration of the Royalty Term applicable Term, on a country-by-country basis. (c) Only one royalty shall be due with respect to sales the sale of the same unit of Licensed Product. Only one royalty shall be due hereunder on the sale of a Licensed Product even if the manufacture, use, sale, offer for sale or importation of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date infringes more than one claim of the MC4 [ ]* Agreement, Cephalon Patents. (Bd) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on On a Licensed Product-by-Licensed Product basis and on a country-by-country basis, upon expiration of the Royalty Term for a Licensed Product in a country, the rights and licenses granted to FBIO under Section 2.1 with respect to such Licensed Product in such country shall continue in effect but become fully paid-up, royalty-free, and perpetual. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance * Confidential material redacted and filed separately with the provisions of Article 5 hereofCommission.

Royalties. In Section 6.1 As consideration for the rights and license granted under this AgreementAGREEMENT, Licensee shallLICENSEE shall pay to LICENSOR *** of any services, subject including but not limited to drug screening, drug discovery, drug target discovery, diagnostics, and genomics services. LICENSEE shall also pay to LICENSOR an earned royalty on the LICENSEE’s NET SALES of human therapeutics ***. Earned royalties shall accrue in each country with respect to NET SALES in that country for the duration of PATENT RIGHTS in that country. LICENSEE shall pay all royalties accruing to LICENSOR in U.S. Dollars within forty-five (45) days following the calendar quarter in which NET SALES occur. The parties recognize and agree that, in order to develop and commercialize LICENSED PRODUCTS and LICENSED METHODS, or services utilizing LICENSED PRODUCTS or LICENSED METHODS in the FIELD OF USE, it may be necessary or desirable for LICENSEE and/or its LICENSEES to make use of and/or incorporate multiple elements of intellectual property from multiple sources. LICENSEE and/or its SUBLICENSEES shall determine, in their sole judgment, which elements of intellectual property are necessary and/or desirable for the development and/or commercialization of the licensed PATENT RIGHTS. In the event that any LICENSED PRODUCTS or LICENSED METHODS, or services provided utilizing LICENSED PRODUCTS or LICENSED METHODS, which are marketed by or through LICENSEE, incorporate or utilize technology licensed from one or more third parties, then LICENSEE shall make a good faith determination of the relative values (as percentages adding up to 100%) of the various licensed technologies to the provisions of Sections 4.2resulting LICENSED PRODUCTS, 4.3 LICENSED METHODS or services, as applicable, and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales shall promptly notify LICENSOR of such Licensed Product in determination. Upon such countrydetermination, which royalties the royalty payable to LICENSOR pursuant to this Section 6.1 shall be equal to [ ]* based on the portion of such Net Sales; provided, however, that, subject LICENSEE’S NET SALES that corresponds to the provisions of Sections 4.2percentage value assigned to the LICENSOR’S PATENT RIGHTS, 4.3 and 4.4 belowmultiplied by the applicable royalty rate as set forth in this Section 6.1. For example, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]applicable royalty rate for a specified period were ***, and LICENSEE achieved NET SALES of $1,000,000 with respect to such period, and LICENSEE had determined in good faith that the relative value to the LICENSED PRODUCTS sold to generate such NET SALES of various technologies licensed by LICENSEE were as follows: (iia) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and value of PATENT RIGHTS licensed from LICENSOR: 60% (iiib) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rightsvalue of technologies licensed from other parties: 40%, then the royalty rate applicable payable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee LICENSOR pursuant to this Section 2.11.1 within [ ]* after 6.1 would be determined by multiplying the date NET SALES for the period in question ($1,000,000) by the percentage value to the LICENSED PRODUCT of the MC4 [ ]licensed PATENT RIGHTS (60%), and then multiplying the resulting product by the applicable ***. As a result, the royalty payable to LICENSOR with respect to LICENSOR’S NET SALES with respect to such period would be: ($1,000,000 x .60) x *** Agreement= $***. In the event that LICENSOR believes that LICENSEE’S determination of the relative values of various licensed technologies to the LICENSED PRODUCTS or LICENSED METHODS in question was not made in good faith, (B) [ ]* if then it may dispute such determination, and such dispute will be resolved in accordance with the Ipsen MC4 [ ]* is delivered by Ipsen dispute resolution procedure set forth in Article 28 below. Section 6.2 Commencing with the first calendar quarter to Licensee pursuant to Section 2.11.1 at any time after the [ ]* occur following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting first occurrence of NET SALES pertaining to NEPs, GRPs, NCSCs, or APCs (U-2383, U-2536, U-3184, or U-3275), LICENSEE shall pay to LICENSOR within forty-five (45) days of the Ipsen MC4 [ ]end of said quarter a minimum annual royalty *** is used by Licensee in [ ]* or (C) [ ]* if neither LICENSEE shall continue to pay such minimum annual royalty until the end of the foregoing clauses term of the last to expire of LICENSOR’S PATENT RIGHTS. LICENSOR shall fully credit each payment of minimum annual royalties against any earned royalties payable by LICENSEE with respect to the year for which the minimum annual royalty is made (A) being the year commencing with the calendar quarter ending prior to the calendar quarter in which the minimum annual royalty is payable). Section 6.3 If any patent or any claim thereof included within LICENSOR’S PATENT RIGHTS shall be found invalid by a court of competent jurisdiction and (B) is applicablelast resort, from which decision no appeal may be taken, LICENSEE’S obligation to pay LICENSOR royalties based on such patent or claim or any claim patentably indistinct there from shall cease as of the date of such decision. For purposes LICENSEE shall not, however, be relieved from paying LICENSOR any royalties, fees, expenses, or other liabilities that accrued prior to the date of such decision or that are based on any of LICENSOR’S PATENT RIGHTS not the subject of such decision. Section 6.4 By way of clarification, no royalties shall be payable with respect to, and the determination definitions of LICENSED PRODUCT and LICENSED METHOD shall not apply to, products or methods that LICENSEE may manufacture, use, sell or practice, as applicable, in any jurisdiction, without the grant of the amount license set forth in Article 2 above, and without constituting an illegal infringement of royalties * CONFIDENTIAL TREATMENT REQUESTEDany valid and enforceable Patent Rights. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933No royalty shall accrue with respect to any LICENSED PRODUCTS sold, AS AMENDEDor any services with respect to LICENSED PRODUCTS or LICENSED METHODS provided, after they no longer fall within the definition of LICENSED PRODUCTS or LICENSED METHODS, as applicable, as a result of expiration or termination of applicable PATENT RIGHTS. Section 6.5 If a LICENSED PRODUCT or LICENSED METHOD is sold in combination by LICENSEE or applicable SUBLICENSEE, as a single product, service, or in a kit, with another product, service or components for which no royalty would be due hereunder if sold separately, NET SALES from such combination sales for purposes of calculating the amounts due under this Article 6 shall be calculated by multiplying the NET SALES price of the combination by the fraction A/(A+B), where A is the NET SALES price, during the royalty period in question, of the LICENSED PRODUCT or LICENSED METHOD sold separately, and B is the total market price, during the royalty period in question, of the other products, services or components sold separately. due Ipsen pursuant If the LICENSED PRODUCT, LICENSED METHOD, or other products, services or components are not sold separately by LICENSEE, or as applicable SUBLICENSEE, during that royalty period, then the NET SALES price of the combination will be as reasonably allocated by LICENSEE between such LICENSED PRODUCT or LICENSED METHOD on the one hand, and such other product, service or component on the other hand, based upon their relative importance and proprietary protection. LICENSOR reserves the right to assert the dispute resolution process if it disputes whether allocations set by LICENSEE and SUBLICENSEE as described above are commercially reasonable. The allocation contemplated by this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due is to Ipsen pursuant to this Article 4 shall be made in accordance a manner consistent with the provisions of Article 5 hereofallocation contemplated by Section 6.1 above.

Royalties. In consideration for the rights and license granted under this Agreement, Licensee shall, subject Pursuant to the provisions terms of Sections 4.2the Product Rights Agreement: (a) In the event ARIAD or HMRI develops a Product, 4.3 that is [*] Validated Target or Validated Protein or the associated Candidate Gene, it shall pay a [*] royalty on its Net Sales (as such term is defined in the Product Rights Agreement) and 4.4 belowthose of -56- 58 its Affiliates to the other party. (b) In the event ARIAD or HMRI shall grant a sublicense to a third party to make, use or sell a Product, that is [*] a Validated Target or Validated Protein, the royalty shall be the lesser of the amount set forth in subparagraph (a) above calculated on the sublicensee's Net Sales (as such term is defined in the Product Rights Agreement) or [*] of the royalties actually received from the sublicensee. (c) In the event that ARIAD or HMRI shall be obligated to pay royalties to Ipsen based upon in excess of [*] its Net Sales and those of any given Licensed its Affiliates or sublicensees to a third party with respect to a particular Product in any given country in being developed or sold by it under a license from the Territory during third party for a Gene or Protein necessary to develop or sell such Product, then the Royalty Term applicable to sales of such Licensed Product in such country, which royalties paying party shall be equal entitled to [ reduce the royalty payable hereunder to the other party by [*]* of such Net Sales; provided, however, that, subject that the royalty payable to the provisions other party under subparagraph (a) above shall not be reduced below [*] of Sections 4.2Net Sales and the royalty payable to the other party under subparagraph (b) above shall not be reduced below [*] of the royalties actually received by the paying party from the sublicensee. (d) In the event that ARIAD or HMRI shall be obligated to pay royalties or other payments to a third party with respect to a particular Product being developed or sold by the other party or its Affiliates or sublicensees as a result of the grant of a sublicense to the Joint Venture or the other party, 4.3 and 4.4 below[*] after receipt of an invoice for such payment from the party granting the sublicense. The party receiving the license shall not be obligated [*], if except for those: (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]based on or resulting from [*, ] or (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country as otherwise expressly provided in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofJoint Venture Agreements.

Royalties. In consideration for 5.1. As from the rights and license granted under this Agreementfirst commercial sale by Protalix, Licensee shallits Affiliates and/or sub-licensees of any Licensed Product, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, Protalix shall pay Icon royalties to Ipsen based upon (“Royalties”) on Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* at the rate of [***] of such Net Sales; provided, however, that, subject to the provisions until such time as Net Sales in respect of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is reach an Ipsen MC4 aggregate amount of [***]. Thereafter, and for the remainder of the Royalty Period (as defined below), Protalix shall pay Royalties to Icon with respect to such Licensed Product that utilizes the Ipsen MC4 [ ]at a rate of [*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to **] on Net Sales of such Ipsen MC4 Product Licensed Product, unless otherwise provided hereunder. 5.2. Notwithstanding the provisions of the preceding Section 5.1 of this Agreement: Should the [***] in any given country Licensed Product exceed [***] grown in Protalix’s plant cells bio-reactor systems, the Royalties payable with respect to such Licensed Product shall be increased to [***] of the Net Sales of such Licensed Product, for as long as aggregate Net Sales of such Licensed Product are below [***]. Once aggregate Net Sales of such Licensed Product exceed [***], the Royalty rate payable in respect of such Licensed Product shall be increased to [***] of Net Sales of such Licensed Product, for the remainder of the Royalty Period. 5.3. For the avoidance of doubt, it is hereby clarified that sales of one Licensed Product shall not be taken into consideration for purposes of calculation of the Royalties required to be paid in connection with any other Licensed Product. It is hereby further clarified that Protalix or its licensee have to pay royalties once only, on “Licensed Product” sold in the Territory form of a pharmaceutical, and not on sales of an active ingredient. [***] Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. 5.4. Protalix’s obligation to pay Royalties to Icon in respect of Licensed Products shall remain in force and effect until the first to occur of the following (the “Royalty Period”): (i) the expiration of the [***] period commencing as from the first commercial sale of the first US Food and Drug Administration — or European Medicines Agency — approved Licensed Product or (ii) until the expiration of [***] years from the first commercial sale of any Licensed Product not requiring FDA or similar approval as a active drug ingredient. 5.5. Royalties shall be payable on a [***] basis with respect to the Net Sales of the preceding [***]. Each [***] shall be made no later than [***]as from the lapse of the [***] period for which the payment is due and shall be accompanied by a report specifying the Net Sales during such [***] along with a calculation of the Royalties owed to Icon. 5.6. For the avoidance of doubt, it is hereby recorded and agreed that following the expiry of the Royalty Term applicable to sales Period by reason of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee passage of time pursuant to Section 2.11.1 within [ ]* after 5.4 of this Agreement, then notwithstanding such expiry, Protalix shall be entitled to continue to utilize the date Icon Patents, to make commercial use of the MC4 [ ]* AgreementIcon Technology in the Protalix Field, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen without having to Licensee pursuant pay royalties to Section 2.11.1 at any time after the [ ]* following the date Icon in respect of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicableactivities. 5.7. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen All payments to be made to Icon pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 Agreement shall be made in accordance United States Dollars to such bank account as Icon may direct from time to time during the Term. 5.8. All payments are quoted net and are made by adding the statutory value added tax, if any. 5.9. Protalix shall withhold and pay to the appropriate authorities in respect of any amount due to Icon, any and all withholding and other taxes as may be imposed by any taxing authority. In such event, Protalix shall provide Icon with evidence of such withholding and payment. 5.10. Foreign currency shall be converted into United States Dollars using an exchange rate equal to the exchange rate for the purchase of United States Dollars, as reported by The Wall Street Journal, on the last business day of the [***] period for which the payment is due. 5.11. Protalix shall endeavor to prepare accurate and complete records relating to the Net Sales of the Licensed Products during each accounting period. Icon or its duly authorized representatives may during the Term of this Agreement and for up to 6 (six) months thereafter upon giving reasonable notice – in any event of not less than 14 (fourteen) days – to Protalix within the premises of Protalix during [***] Portions of this exhibit were omitted and filed separately with the provisions Secretary of Article 5 hereofthe Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. normal business hours and not more frequently then once in any 12 (twelve) months period to inspect and make copies of all such records in respect of the period of 1 (one) year immediately proceeding the date of such inspection. Icon’s right referred to in this Section shall be exercised by Icon at its own expense save that in the event that any such inspection discloses that the total amount which should have been accounted for hereunder by Protalix during the period covered by the inspection exceeds by [***] or more the total amount that was so accounted for by Protalix during such a period and that Protalix auditors shall certify in writing such error exists that Protalix shall forthwith reimburse Icon for reasonable costs of Icon’s inspection. If any inspection reveals that Protalix has under-reported the amount payable to Icon Protalix agrees to make immediate payment to Icon of the proper amount due.

Royalties. (a) Arthrex shall pay to Nuo a percentage of Gross Sales Revenues from the sales of Products and New Products as a royalty (the “Royalty”) in the percentages set forth on Exhibit A-3; provided that (i) New Products developed by or on behalf of Arthrex will bear a Royalty equal to five percent (5%) of Gross Sales Revenue, and (ii) in the event that Nuo (x) fails to pay maintenance fees under Section 5(c), (y) fails to make payment of any amount to which Arthrex is entitled to under Section 5(c), or (z) is in breach of Section 6(a), then the amount of any Royalties due hereunder shall be reduced by the amounts to which Arthrex is entitled as a result of such failure or breach (including, without limitation, any costs and expenses incurred by Arthrex in connection with the payment of maintenance fees for such Patents). In consideration for the rights and license granted under event that during the term of this Agreement, Licensee shall, subject Arthrex is required to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties obtain a license from a third party in order to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales avoid infringement of such Licensed Product third party’s Patent rights in a country for the manufacture, sale, or use of Products and/or New Products, and Arthrex obtains such a license to such third party rights, Arthrex shall have the right to deduct from the Royalties otherwise due and payable under Section 4(a) arising from the Gross Sales Revenue in such country, which royalties shall be equal the amounts that Arthrex is obliged to [ ]* of such Net Salespay thereunder; provided, however, thatthat (a) with respect to any Product or New Product, subject Arthrex shall not be entitled to deduct from the Royalties to the provisions of Sections 4.2, 4.3 and 4.4 below, if extent such infringement (i) results from an Enhancement or (ii) would not arise in the absence of an Enhancement, and (b) in no event shall Arthrex be entitled to deduct from the Royalties to the extent such Licensed infringement results from any change in the method of manufacture of such Product is or New Product as compared to method of manufacture prior to the date hereof; provided, that the foregoing shall not in any manner limit the other rights and remedies (whether at law or in equity) of Arthrex hereunder. (b) Notwithstanding the actual Gross Sales Revenue, Arthrex shall pay Nuo an Ipsen MC4 Product unconditional minimum annual royalty (the “Minimum Annual Royalty”) as follows: (a) for calendar year 2018: $2,000,000, (b) for calendar year 2019: $2,500,000, and (c) thereafter increasing by five percent (5%) on each calendar year thereafter through 2021. Following calendar year 2021, there will be no Minimum Annual Royalty payment obligations. Arthrex agrees and acknowledges that utilizes it has no right to, and shall not attempt to, set-off amounts claimed to be owed based on any claim that it has or will have in the Ipsen MC4 [ ]*future against Nuo or its permitted assignees against the Minimum Annual Royalty; provided, that the foregoing shall not in any manner limit the other rights and remedies (whether at law or in equity) of Arthrex hereunder. (c) No later than thirty (30) days after the end of each fiscal quarter, Arthrex shall deliver to Nuo a written report detailing: (i) the number of devices and disposables sold, (ii) Gross Sales Revenues generated from the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 sales, and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rightsresulting Royalty owed to Nuo. Except as set forth in Section 4(d) below, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country and the Minimum Annual Royalty, as applicable, shall be paid by Arthrex to Nuo by wire transfer of immediately available funds in U.S. dollars to the account specified to Arthrex in writing from time to time by Nuo or its designee, within forty –five (A45) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* days after the date end of each fiscal quarter. Nuo shall have the MC4 [ ]* Agreement, (B) [ ]* if right to audit the Ipsen MC4 [ ]* is delivered by Ipsen records of Arthrex relating to Licensee pursuant to Section 2.11.1 Gross Sales Revenues at any time after during the [ ]* following normal business hours upon reasonable advance written notice. The audit will be performed by an independent third party at Nuo’s sole expense. If the date of audit determines that Nuo was not paid the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarificationfull Royalty owed, the determination of Arthrex shall pay the amount of royalties * CONFIDENTIAL TREATMENT REQUESTEDany shortfall within five (5) business days of notice by Nuo and submission of the audit findings. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933If Arthrex fails to pay such shortfall within such five (5) business day cure period, AS AMENDED. then interest shall accrue on such shortfall (from the date it was due) at fifteen percent (15%) per annum. (d) Without limiting Section 4(c), any undisputed payment required by this Agreement that is not made within five (5) business days of the date such payment is due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions terms hereof shall bear interest at the annual rate of Article 5 hereoften percent (10%) compounded annually. (e) Notwithstanding anything in this Section 4 to the contrary, Nuo and Arthrex hereby agree that Arthrex shall pay $775,000 (the “Prepayment Amount”) to Nuo on or prior to October 19, 2015 as a prepayment of Royalties for the third and fourth quarters of calendar year 2015. Following the payment by Arthrex of the Prepayment Amount, the Parties acknowledge and agree that neither Party shall owe any Royalties or other fees under the Original Agreement or this Agreement in respect of the third and fourth quarters of calendar year 2015 for the Products unless the amount of the Royalties that would have been payable in respect of the third and fourth quarters of calendar year 2015 under Section 4(a) above are (i) in excess of $900,000, in which case Arthrex shall pay to Nuo on or prior to February 15, 2016 an amount equal to such excess or (ii) less than $900,000, in which case Nuo shall pay to Arthrex on or prior to February 15, 2016 an amount equal to the absolute value of such difference.

Royalties. (a) In consideration for the rights and license granted by Licensor to Licensee pursuant to this Agreement, Licensee shall pay to Licensor during the initial term of this Agreement, as set forth in 3(a) above, and during each extension thereafter, as set forth in 3(b) above, royalties (hereinafter "Royalties") equal to two percent (2%) of the Net Sales earned up to three million dollars ($3,000,000) and then one and one-half percent (1.5%) of the Net Sales which exceed three million dollars ($3,000,000) received by Licensee from the sale of the Licensed Articles in such Year. (b) Licensed Articles will be deemed to be sold when shipped to Licensee's customers comprising the Accounts. (c) Royalties payable by Licensee to Licensor pursuant to this Agreement shall be accounted for and paid quarter-annually within thirty (30) days after the last day of each quarter-annual period during the term of this Agreement (or, in the event of early termination for any reason, within thirty days following the date of such early termination). (d) All payments required of Licensee hereunder shall be made in United States Dollars by checks drawn upon Licensee's regular banking institutions. (e) Licensee shall deliver to Licensor, together with each payment of Royalties due under this Agreement, Licensee shalla statement (hereinafter the "QUARTER-ANNUAL REPORT") signed by a duly authorized officer of Licensee, subject to and certified by such officer as accurate, indicating by style, the provisions quantity and invoice price of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given all Licensed Product in any given country in the Territory Articles shipped during the Royalty Term applicable to period covered by such Royalties payment, the amount of discounts and other credits from gross sales of such Licensed Product in such country, which royalties shall may be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee deducted therefrom pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* this Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination computation of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofRoyalties payable for such quarter- annual period.

Royalties. In consideration for the rights and license granted under this Agreement, Licensee shall, subject (a) SpePharm shall pay to the provisions of Sections 4.2, 4.3 and 4.4 below, pay Company royalties to Ipsen based upon on aggregate Net Sales of any given Licensed the Product in any given country the Licensed Territory for each Calendar Year as set forth below: Portion of aggregate Net Sales in the Licensed Territory during the Royalty Term applicable to sales less than or equal [*] in any Calendar Year [*] Portion of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to aggregate Net Sales of such Ipsen MC4 Product in the Licensed Territory greater [*] in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country Calendar Year [*] (b) The royalties payable under Section 10.4 shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreementapply, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment , on Net Sales of the Product in each country in the Licensed Territory commencing on the date of the First Commercial Sale of the Product in such country and continuing until the later of [*] (such period, the “Royalty Term”). (c) If, on a country-by-country and calendar quarter-by-calendar quarter basis, a Generic Product is sold in such country during such calendar quarter, then following the date of first commercial launch of such Generic Product in such country, the royalties payable with respect to Net Sales of the Product pursuant to Section 8.4(a) in such country thereafter shall be reduced by [*] of the royalties otherwise payable pursuant to Section 8.4(a). (d) If SpePharm or any of its Affiliates or Sublicensees enters into an agreement with a Third Party to obtain a license under a patent right or other right that is deemed by its counsel to be necessary to use, sell or otherwise Commercialize the Product in the Licensed Territory or otherwise to practice the rights under the Company Patents or Company Know-How granted to SpePharm in Section 2.1, or if SpePharm or any of its Affiliates or Sublicensees shall be subject to a final court or other binding order or ruling or settlement agreement requiring any payments in respect of the use, sale or other Commercialization of any Product in a country in the Licensed Territory, SpePharm may deduct from royalties due to Ipsen Company [*] of any payments actually paid to such Third Party for such license, or pursuant to such final court or other binding order or ruling or settlement agreement, with respect to such Product in such country; provided that the royalties payable to Company for any particular calendar quarter for such Product in such country shall not be reduced by more than [*] by reason of this Article 4 Section 10.4(d), provided further that any such payments to Third Parties not applied to reduce royalties as a result of the forgoing proviso may be carried over to subsequent calendar quarters and applied to reduce royalties (subject to the aforementioned [*] limitation) in such subsequent calendar quarters. (e) Within forty-five (45) days after the end of each calendar quarter, SpePharm shall provide a royalty report showing, on a country-by-country basis: (i) the number of units of the Product sold by SpePharm and its Affiliates and Sublicensees during such calendar quarter reporting period; (ii) The gross sales associated with each Product sold by SpePharm and its Affiliates and Sublicensees during such calendar quarter; (iii) the Net Sales of the Product sold by SpePharm and its Affiliates and Sublicensees during such calendar quarter reporting period (together with reasonable supporting information underlying the calculation of Net Sales in such period); (iv) the royalties payable in Euros which shall have accrued hereunder with respect to such Net Sales; and (v) details of any corrections or true-ups from previously reported Net Sales amounts; (vi) withholding taxes, if any, required by Applicable Laws to be made in accordance deducted with respect to such royalties; and (vii) the provisions rate of Article 5 hereofexchange used by SpePharm under Section 10.5. Concurrent with these reports, SpePharm shall remit to Company all payment due for the applicable calendar quarter. If no royalty or payment is due for any royalty period hereunder, SpePharm shall so report.

Royalties. In consideration for the rights and license granted under this AgreementKnight will pay to Licensor a non-refundable, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon non-creditable royalty on aggregate annual Net Sales of the Licensed Products at the following rates, as calculated by multiplying the applicable rate set forth below by the corresponding amount of incremental aggregate Net Sales in all or any given portion of the Calendar Year: (a) A base royalty of [**] on all aggregate annual Net Sales up to [**]; (b) [**] on all aggregate annual Net Sales greater than [**] and up to [**] (c) [**] on all aggregate annual Net Sales greater than [**] and up to [**]; (d) [**] on all aggregate annual Net Sales greater than [**]. (e) Notwithstanding the foregoing, for any Net Sales of a Licensed Product in any a sub-licensed country, the applicable royalty rate shall be calculated as the greater of: (i) the lesser of (a) [**] of Net Sales in such sub-licensed country, or (b) [**] of Royalty Revenue during the applicable time period; (ii) [**] of Net Sales in such sub-licensed country. Knight shall calculate all amounts payable to Licensor pursuant to this Section 6.2 with respect to Net Sales at the end of each Calendar Quarter. Knight shall pay to Licensor the royalty amount due for Net Sales during a given country Calendar Quarter within thirty (30) days after the end of such Calendar Quarter. Each payment of royalties due to Licensor shall be accompanied by (i) a statement of the amount of gross sales of each Licensed Product in the Territory during the Royalty Term applicable Calendar Quarter, (ii) an itemized calculation of Net Sales (a) in the Territory as a whole and (b) on a country-by-country basis, showing for both (a) and (b) deductions provided for in the definition of “Net Sales” during such Calendar Quarter, and (iii) a calculation of the amount of royalty payment due on such Net Sales for such Calendar Quarter. Without limiting the generality of the foregoing, Knight shall require its Affiliates and sublicensees and assignees to account for its Net Sales and to provide such reports with respect thereto as if such sales were made by Knight. Knight shall have the sole right to determine if it believes that a license under Third Party patents or Third Party know-how is necessary or useful to develop, manufacture or commercialize the Licensed Products in the Field in the Territory. In the event it makes such determination following the Effective Date, the costs of each such license, to the extent the costs directly relate to the Licensed Products in the Field in the Territory shall be paid by Knight, subject to deduction from royalties to the extent set forth in the paragraph below. In the event that royalties are payable by Knight to Licensor with respect to any Licensed Product in any country in the Territory under this Section 6.2, then, subject to the last paragraph of this Section 6.2, Knight shall have the right to deduct a maximum of [**] of any royalties or other amounts actually paid by Knight to a Third Party with respect to any license obtained pursuant to the paragraph above with respect to such Licensed Product in any country in the Territory, but only to the extent that the patents or know-how licensed under such other license are necessary for the development, manufacture or commercialization of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during Field in the Royalty Term applicable Territory, from royalty payments otherwise due and payable by Knight to sales of Licensor under this Section 6.2 with respect to such Ipsen MC4 Licensed Product in such country shall be (A) [ ]* if in the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after Field in the date of the MC4 [ ]* AgreementTerritory, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment In no event shall the royalty reductions described in this Section 6.2 reduce the royalties payable by Knight for a Licensed Product in a country in any given Calendar Quarter to less than [**] of royalties the amounts otherwise payable by Knight for such Licensed Product in such country in such Calendar Quarter. Knight may carry over and apply any such royalty reductions, which are incurred or accrued in a Calendar Quarter and are not deducted in such Calendar Quarter due to Ipsen pursuant the limitation set forth above in this Section 6.2, to any subsequent Calendar Quarter(s) and shall begin applying such reduction to such royalties as soon as practicable and continue applying such reduction on a Calendar Quarterly basis thereafter until fully deducted, in all cases subject to the limitation set forth above in this Article 4 shall be made in accordance with the provisions of Article 5 hereofSection 6.2.

Royalties. In consideration for 6.1 LICENSEE will pay to REGENTS earned royalties at the rights and license granted under this Agreement, Licensee shall, rate of [ * ] of the NET SALES of LICENSED PRODUCT(S) OR LICENSED METHOD; subject to the provisions following: i. If LICENSEE [ * ] to make any payment (including royalties or other license fees) to a third party to obtain a license or other patent rights [ * ], such third party payments will be creditable against amounts owed to REGENTS in the order such amounts are owed until fully credited, provided that [ * ] will credits reduce royalties owed to REGENTS by more than [ * ] of Sections amounts owed to REGENTS [ * ]. ii. Modified or Combined Royalty Adjustment In the event a LICENSED PRODUCT(S) is modified by or combined with other products or patents owned or controlled by third party in order to produce product(s) for development or commercialization, whether by LICENSEE or a LICENSEE sublicensee, in which the commercial product is a therapeutic or prophylactic vaccine, the earned royalty due to REGENTS shall be adjusted to [ * ]. In the event a LICENSED PRODUCT(S) is combined with other technologies patented by third party in order to produce product(s) for development or commercialization, whether by LICENSEE or a LICENSEE sublicensee, in which the commercial product is not a vaccine and the total combined royalty burden on Net Sales exceeds [ * ], the earned royalty due to REGENTS shall be adjusted according to the following formula, where R is the royalty set in the first paragraph of this paragraph 6.1 (“Set Royalty”), C is [ * ] and B is the total combined royalty burden. Adjusted royalty = R × (C/B) For example, if LICENSEE’s total combined royalty is [ * ] and the Set Royalty is [ * ], the adjusted royalty due to REGENTS would be [ * ] × [ * ], or [ * ]. Notwithstanding the foregoing, in no event shall the royalty due to REGENTS under the above formula for a product that is not a therapeutic or prophylactic vaccine be less than [ * ] of the Set Royalty. If LICENSEE utilized the unadjusted Sublicensing Revenue Percentage in 4.2, 4.3 then LICENSEE may not adjust Net Royalty from a sublicense under 6.1. 6.2 Royalties will be payable on SALES covered by both pending patent applications and 4.4 below, pay royalties issued patents. 6.3 Royalties accruing to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable REGENTS will be paid to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 REGENTS quarterly within [ ]* ] days after the end of each calendar quarter, and [ * ] days with respect to NET SALES by sublicensees. 6.4 LICENSEE will also pay to REGENTS an annual license maintenance fee of Five Thousand Dollars ($5,000) beginning on the first anniversary date of the MC4 [ ]* Agreement, (B) [ ]* if Effective Date and on each anniversary of the Ipsen MC4 [ ]* is delivered Effective Date thereafter during the term of the AGREEMENT until the first SALE by Ipsen to Licensee pursuant to Section 2.11.1 at any time LICENSEE of a LICENSED PRODUCT. 6.5 Beginning in the first calendar year after the first occurrence of NET SALES and in each succeeding calendar year thereafter, LICENSEE will pay to the REGENTS a minimum annual royalty of [ * ] for the life of this Agreement. This minimum annual royalty will be paid to the REGENTS by January 30 of each year and will be credited against the earned royalty due and owing for the calendar year in which the minimum payment was made. 6.6 LICENSEE will pay the following one-time milestone payment: (a) For the first LICENSED PRODUCT, LICENSEE shall pay to REGENTS a milestone payment of [ * ] upon [ * ] and; (b) For the first LICENSED PRODUCT, LICENSEE shall pay to REGENTS a milestone payment of [ * ] upon [ * ] and; (c) For the first LICENSED PRODUCT, LICENSEE shall pay to REGENTS a milestone payment of [ * ] upon [ * ]* following . 6.7 All payments due REGENTS will be payable in United States Dollars. When LICENSED PRODUCTS, LICENSED SERVICES, or LICENSED METHOD are SOLD for monies other than United States Dollars, royalties will first be determined in the date foreign currency of the MC4 country in which the SALE was made and then converted into equivalent United States Dollars. The exchange rate will be that rate quoted in the Wall Street Journal on the average of last [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting ] business days of the Ipsen MC4 [ ]* is used reporting period. 6.8 Payments due for SALES occurring in any country outside the United States will be reduced by Licensee any taxes, fees, or other charges imposed by the government of such country on the remittance of royalty income. LICENSEE will also be responsible for all bank transfer charges, shall cooperate with REGENTS in [ ]* or (C) [ ]* if neither the recovery of any amounts paid by LICENSEE on REGENTS’ behalf. 6.9 LICENSEE will make all payments under this Agreement by check payable to “The Regents of the foregoing clauses University of California” and forward it to REGENTS at the address shown in Article 23 (A) and (B) is applicable. For purposes of clarificationNotices). 6.10 No earned royalties will be collected or paid to REGENTS hereunder on SALES to, or for use by, the determination of United States Government. LICENSEE will reduce the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. charged for such SALES by an amount equal to the earned royalty otherwise due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofREGENTS as provided herein.

Royalties. In consideration for the rights (a) Provided that Employer and license granted under this AgreementEmployee are not in material default hereunder, Licensee shallCompany shall pay to Employer, subject to the provisions in respect of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country top-line LPs consisting entirely of Masters produced hereunder and sold by Company or its licensees for distribution through Normal Retail Channels in the Territory during United States, a basic royalty computed at four percent (4%) (the "Basic Rate") of the applicable Royalty Term applicable Base Price with respect to sales the Record concerned, it being agreed that such royalties will be computed and paid in accordance with all other provisions herein. With respect to each top-line LP consisting entirely of Masters produced hereunder, the following escalations shall apply: should the Net Sales through Normal Retail Channels in the United States ("USNRC Net Sales") of such Licensed Product in such countryLP exceed 250,000 units, which royalties the Basic Rate shall be equal to [ ]* four and one-half percent (4-1/2%) for USNRC Net Sales between 250,001 and 500,000 units of such Net SalesLP; provided, however, that, subject to should the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to USNRC Net Sales of such Ipsen MC4 Product LP exceed 500,000 units, the Basic Rate shall be five percent (5%) for USNRC Net Sales between 500,001 and 1,000,000 units of such LP; and should the USNRC Net Sales of such LP exceed 1,000,000 units, the Basic Rate shall be five and one-half percent (5-1/2%) for USNRC Net Sales in any given country excess of 1,000,000 units of such LP. (b) Royalty rates payable to Employer in respect of Net Sales of Records other than top-line LPs sold by Company or its licensees for distribution through Normal Retail Channels in the Territory during United States shall bear the Royalty Term applicable same respective proportions to the Basic Rate (determined without regard to escalations) that the royalty rates payable to Artist with respect to such sales bear to the royalty rate payable to Artist on the first Net Sale of such Ipsen MC4 Product in such country a top-line LP pursuant to the recording agreement between Company and the Artist (the "Artist Agreement"). (c) All royalties hereunder shall be subject to the same proportionate reductions, deductions and configurational, territorial, category and other variations (Abut not escalations) [ ]* if contained in the Ipsen MC4 [ ]* is delivered by Ipsen applicable Artist Agreement. Royalties shall be computed and prorated, paid and not paid, in all respects in the same manner, upon the same bases, at the same times and (notwithstanding paragraph 8 below) subject to Licensee the same applicable definitions as Company computes the royalties payable to the Artist pursuant to Section 2.11.1 within [ ]* after the date applicable Artist Agreement. (d) The royalty with respect to any Master produced hereunder for which Company utilizes the services of other producers shall be multiplied by a fraction, the MC4 [ ]* Agreement, numerator of which is one (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A1) and the denominator of which is the total number of producers (Bincluding Employee) is applicableutilized on such Master. For purposes Company will utilize the services of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant other producers with respect to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due Masters produced by Employee only with Employer's prior consent. (e) The royalty with respect to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.Records that embody Masters other

Royalties. In consideration for the rights and license granted under this Agreementa. Except as provided in subparagraph 5(b) below, Licensee shallshall pay to Licensor an annual royalty (the “Percentage Royalty”) of two (2%) percent of the amount of Restaurant Sales and Non-Restaurant Sales made during any calendar year during which Restaurant Sales or Non-Restaurant Sales are made. As a credit against the Percentage Royalty, subject Licensee shall pay to Licensor a guaranteed minimum royalty (“the provisions Minimum Royalty”) in the amount of Sections 4.2$800,000 regardless of the number of Restaurants that may be in operation during such calendar year. b. If Licensee or any Affiliate thereof shall hereafter (i) be engaged as the manager of a new restaurant commonly identified or considered by the public as a steakhouse (hereinafter referred to as a “Manager” or “Management”), 4.3 or (ii) purchase the right to utilize any steakhouse name such as Sparks, The Palm, Morton’s or Outback and 4.4 belowthereafter shall open new steakhouse(s) utilizing such name, pay royalties to Ipsen based upon Net then only such new steakhouse(s) as are thereafter opened and such new steakhouse(s) as come under such Management described in (i) above in this paragraph 5(b) shall be considered “Restaurants” solely for purposes of this subparagraph (b) and an annual Percentage Royalty of one (1%) percent (instead of two (2%) percent) shall be payable on the Restaurant Sales and Non-Restaurant Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Salesnew restaurant(s); provided, however, that, subject that no Percentage Royalty or fee or other compensation shall be payable by Licensee to Licensor in respect of any such steakhouse restaurant(s) as are in existence at the provisions time of Sections 4.2, 4.3 and 4.4 belowsuch acquisition or at the commencement of such Management by Licensee or any Affiliate thereof so long as such restaurants do not utilize the Marks. By way of example, if Licensee or any Affiliate hereafter shall acquire or become the Manager of Sparks or all or any portion of the M▇▇▇▇▇’▇ Steakhouse chain, no two (i2%) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing percent Percentage Royalty would be payable by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable Licensor with respect to sales at such restaurants which are so acquired by Licensee or any Affiliate (or with respect to which Licensee or any Affiliate becomes the Manager) utilizing such other steakhouse’s name which are in operation as of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreementacquisition or commencement of Management, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen but new restaurants thereafter opened or which thereafter became subject to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used Management by Licensee or any Affiliate as steakhouses and do not utilize the Marks would be considered “Restaurants” hereunder entitling Licensor to a one (1%) percent Percentage Royalty in [ ]* or respect to the sales arising out of such new restaurant operations. c. Licensee shall pay to Licensor an annual royalty (Cthe “Grill Percentage Royalty”) [ ]* if neither of the foregoing clauses one (A1%) and (B) is applicable. For purposes of clarification, the determination percent of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Grill Sales and Non-Grill Sales made during any calendar year during which Grill Sales or Non-Grill Sales are being made; provided, AS AMENDED. due Ipsen pursuant however, (i) if the average per-person check during any six month period is equal to or in excess of $48.00 (or $45.00 if such Grill serves both lunch and dinner), as increased by percentage increase of the Consumer Price Index at the time of such calculation over the Consumer Price Index on the date hereof, but is less than $52.00, the Grill Percentage Royalty shall, for such period and during the balance of the term of this Section 4.1 Agreement for such Grill, be 1.5% of Grill Sales and Non-Grill Sales for such Grill and (ii) if the average per-person check during any six month period is equal to or in excess of $56.00 (or $52.00 if such Grill Restaurant serves both lunch and dinner), as increased by percentage increase Consumer Price Index at the time of such calculation over the Consumer Price Index on the date hereof, the Grill Percentage Royalty shall, for such period and during the balance of the term of this Agreement for such Grill Restaurant, be 2% of Grill Restaurant Sales and Non-Grill Restaurant Sales for such Grill Restaurant. d. As a credit against the Grill Percentage Royalty, Licensee shall pay to Licensor a guaranteed minimum royalty (the “Minimum Grill Royalty”) in an amount equal to $50,000 for each Grill that may be in operation during such year; provided, however, if the opening of a Grill does not occur in January of such year, the Minimum Grill Royalty for only such year in which such Grill opens shall be made pro-rated only for the period of such calendar year beginning on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment the first day of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions month it opens through December 31 of Article 5 hereofsuch year.

Royalties. 5.1 Licensee shall pay to Licensor a running royalty of [*** Redacted]% of Net Sales by Licensee. In consideration the event that Licensee's making, use, sale, offer for the sale or importation of Licensed Products requires Licensee to pay any amount to secure any necessary third party intellectual property rights and license granted under this Agreementto engage in such activity in view of such third party's intellectual property, Licensee shall, subject to the provisions including without limitation payment of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon such third parties, costs associated with establishing that such rights are not necessary or that such third party intellectual property is invalid or unenforceable, then Licensee shall be entitled to credit such amounts against royalties due hereunder up to [*** Redacted]% of the royalties due for any reporting period, but in no event shall the royalty rate paid to Licensor be less than [*** Redacted]% of Net Sales by Licensee. 5.2 Licensee shall pay to Licensor a royalty of any given [*** Redacted]% of Sublicense Revenue (hereafter termed a "Sublicense Royalty") where the Patent Rights are sublicensed to a third party ("Sublicensee") in conjunction with the granting of substantial intellectual property rights other than under the Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such countryPatents, which royalties shall be equal other intellectual property rights are licensable by Licensee, including but not limited to [ ]* patents, copyrights, trade marks, trade secrets and know-how. In the event that no other substantial intellectual property rights are included in a sublicense of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if Patent Rights (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights"a Naked Sublicense"), then the royalty rate applicable Sublicense Royalty payable by Licensee to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country Licensor shall be (A) [ ][*** if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date Redacted]% of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 Sublicense Revenues. 5.3 Royalty payments shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made [*** Redacted] in accordance with and concurrent with the provisions of Article 5 hereofroyalty reporting obligations set forth in sections 7.2 and 7.3, below.

Royalties. In consideration (a) During the Royalty Term, Versicor shall pay to Lilly running royalties ("Royalty Payments") for the rights and license granted under Product as follows: [ * ] (b) In the event practice or use of the Licensed Patents or Licensed Technology consistent with the terms of this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product Agreement results in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, infringement claim by a third party or (ii) a desire on the Ipsen MC4 part of Versicor to enter into a third party license agreement based on its good faith opinion that an infringement against such third party's patent(s) may occur without such a license and notice to and concurrence by Lilly to such third party license (which concurrence shall not be unreasonably withheld), Versicor shall be entitled to credit, against royalties otherwise owed to Lilly under Section 3.5 above, [ ]* was accepted ] of any amount actually paid by Versicor to such third party for a license under a patent owned or controlled by such third party; PROVIDED, HOWEVER, that Versicor may only credit against royalties otherwise due in writing by Licensee pursuant a Calendar Year such amounts that (i) are directly attributable to Section 2.11.1 the manufacture or sale of the Product (and not with respect to any other uses or products); and (iiiii) the Ipsen MC4 that in total for such Calendar Year do [ * ]* is Covered by Ipsen MC4 [ ]* Patent Rights. Except as set forth in this subsection (b), then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country Versicor shall be solely responsible for any royalties or other payments due a third party for the Product. (Ac) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 Royalty payments shall be made within [ ]* sixty (60) days after the date end of each Calendar Quarter for which royalties are due. All payments shall be made in U.S. Dollars and mailed to the MC4 attention of Lilly Royalty Administration, Lilly Corporate Center, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. [ ]* Agreement] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarificationMARKED BY BRACKETS, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. HAS BEEN OMITTED PORTIONS AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER OF THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant . (d) During the term of this Agreement and after the first sale of the Product, Versicor shall furnish to Lilly on a quarterly basis a written report covering each Calendar Quarter (each such Calendar Quarter being sometimes referred to herein as a "reporting period") showing (1) the Net Sales of Product in each country by Versicor or its Affiliates or sublicensees, and (2) the Royalty Payments, which shall have accrued under this Section 4.1 3.5 in respect of such sales and the basis for calculating those royalties. With respect to sales of the Product invoiced in a currency other than U.S. Dollars, the Net Sales and amounts due to Lilly hereunder shall be made expressed in the U.S. Dollar equivalent calculated on a Licensed Product-by-Licensed Product monthly basis in the currency of the country of sale and converted to their dollar equivalent using the official rate of exchange as determined by the European American Bank (or such other bank as may be regularly relied upon by Versicor with respect to official exchange rates) in effect on the last business day of the applicable month of the Calendar Quarter to which the report relates. Versicor will, at Lilly's reasonable request but not more frequently than once a country-by-year, inform Lilly as to the specific exchange rate translation methodology used for a particular country basisor countries. Payment Each quarterly report shall be due thirty (30) days following the close of royalties each reporting period. Amounts shown to have accrued by each sales report shall be due and payable on the date such sales report is due. (e) Versicor shall keep accurate records in sufficient detail to enable the Royalty Payments due to Ipsen pursuant be determined and verified by the audit described in Section 3.6 for at least three years following the period in which such obligation arose. Additionally, if laws or regulations require the withholding of taxes, the taxes will be deducted by Versicor from the Royalty Payments and remitted by Versicor to this Article 4 the proper tax authority. Proof of payment shall be made provided to Lilly within ninety (90) days after payment. Versicor will cooperate in accordance with pursuing the provisions refund of Article 5 hereofsuch tax, if such refund is appropriate in Lilly's determination.

Royalties. In (a) As additional partial consideration for the sale, assignment, transfer, conveyance, grant and delivery by E▇▇▇▇▇▇ of the Assets, the other rights and license licenses granted under this Agreementby E▇▇▇▇▇▇ hereunder, Licensee shalland the covenants, agreements and releases made by E▇▇▇▇▇▇, all to or in favor of Sangamo, and in addition to assuming the Assumed Liabilities, subject to the provisions terms and conditions of Sections 4.2this Agreement, 4.3 and 4.4 below, Sangamo shall pay royalties to Ipsen based upon E▇▇▇▇▇▇ a royalty equal to: (i) Five percent (5%) of the Net Sales of each Royalty Product sold by Sangamo or its Affiliate for use in a Royalty Indication; and (ii) The greater of (i) five percent (5%) of the Net Sales of each Royalty Product sold by a sublicensee for use in a Royalty Indication or (ii) twenty-five percent (25%) of the royalty payment received by Sangamo from its sublicensee on account of a Royalty Product sold by such sublicensee for use in a Royalty Indication. (b) The parties acknowledge and agree that, with respect to any given Licensed unit of Royalty Product sold for use in any given a Royalty Indication, Sangamo shall only owe royalties pursuant to Section 5.3(a)(i) or Section 5.3(a)(ii), but not both. (c) Subject to this Section 5.3 and Section 5.4, the royalty obligations of Sangamo and its Affiliates, sublicensees and successors in interest set forth in Section 5.3(a) shall be perpetual and apply to the Territory. (d) Each Product sold by Sangamo or its Affiliate or sublicensee in a particular country shall be presumed to be sold for the indication(s) for which it has received Regulatory Approval in such country. Such presumption may be overcome if a Party, at its sole expense, procures and provides the Territory during the Royalty Term applicable to other Party with commercially reasonable evidence of off-label sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country during the relevant period. Written notice and evidence shall be promptly provided to the other Party upon learning of any such off-label sales of the Product. Such evidence shall be based upon prescription data products or services or other relevant pharmaceutical sales tracking research services (Aincluding, for example, use of random sampling, use of data regarding distribution channels as a proxy for indication-specific sales and development of mathematical models for approximating indication-specific sales) [ ]* generally recognized in the pharmaceutical industry as being reliable in the tracking of sales of pharmaceutical products of similar nature and prescribed by similar physicians. For example, if E▇▇▇▇▇▇ timely provides Sangamo with such commercially reasonable evidence that twenty percent (20%) of Sangamo’s sales in the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee United States in a particular calendar quarter, of a Product that has only been approved for indications that are not Royalty Indications, are sold for use in a Royalty Indication, then Sangamo shall pay royalties pursuant to Section 2.11.1 within [ ]* after the date 5.3(a)(i) with respect to such twenty percent (20%) of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered such sales by Ipsen Sangamo with respect to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 that particular Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofUnited States during such calendar quarter.

Royalties. In consideration consideration, in part, for the rights and granted herein, including the exclusive worldwide license granted under this Agreementto LICENSEE, Licensee shall, subject LICENSEE shall pay the following royalties: 3.2.1 LICENSEE shall pay to the provisions UNIVERSITY an earned royalty of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon [+] of Net Sales of any given Licensed Product Products or performance of Licensed Method in any given each country in the Territory during the Royalty Term applicable to sales in which Patent Rights exist, with certain patent preparation and prosecution costs as set forth in Paragraph 3.3 below being [+] creditable after a total of such [+] in patent preparation and prosecution fees has been paid by LICENSEE. If no patent with valid and enforceable claims covering Licensed Product or Licensed Method has issued within [+] of the Effective Date in any country in which Patent Rights are pending, the earned royalty shall be reduced to [+], but shall revert to [+] upon issuance of Patent Rights in any such country, which royalties ; 3.2.2 LICENSEE shall be equal pay to [ ]* UNIVERSITY a minimum royalty of such Net Sales; provided, however, that, subject to [+] per year for the provisions life of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* UNIVERSITY'S Patent Rights, then beginning after (a) issuance of a U.S. patent with valid and enforceable claims covering Licensed Product or Licensed Method, and (b) commercialization by LICENSEE or a sublicensee of a product identified by screening using the Licensed Method, said payment being fully creditable against certain patent preparation and prosecution costs as set forth in Paragraph 3.3 below after a total of [+] in patent preparation and prosecution fees has been paid by LICENSEE; 3.2.3 LICENSEE shall pay to UNIVERSITY a royalty rate applicable of [+] of all fees LICENSEE receives from third parties for work performed under the grant of this Agreement, such as "fee-for-service" activities wherein LICENSEE practices Licensed Method for such third party; and 3.2.4 Under no circumstances shall the earned royalties to Net Sales of such Ipsen MC4 Product be paid to UNIVERSITY by LICENSEE be reduced by more than [+] in any given country reporting period by the credit provided in the Territory during the Royalty Term applicable Paragraph 3.2.1, although any unused credit may be carried over from one reporting period to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicablesubsequent reporting periods. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.FOR CONFIDENTIALITY PURPOSES

Royalties. (a) In partial consideration for the rights and license granted under this Agreementhereunder, Licensee shall, subject AeroGen shall pay BD a percentage of all Royalties received from each Marketing Partner pursuant to the provisions of Sections 4.2applicable Partnering Agreement (the "BD Percentage"), 4.3 and 4.4 below, pay royalties in accordance with this Section 9.1. The BD Percentage with respect to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties paid by each Marketing Partner shall be calculated as follows, except as otherwise set forth in Section 9.3 below: (i) If the Royalty paid by such Marketing Partner is less than or equal to [ ]* ] of Net Sales, then the BD Percentage with respect to such Royalty shall be [*] of such Royalty. Solely for purposes of example, if AeroGen receives a Royalty of [*], then the amount due to BD with respect to such Royalty under this subsection (a) would be [*] of Net Sales; providedand (ii) If the Royalty paid by such Marketing Partner is greater than [*] of Net Sales, howeverthen the BD Percentage with respect to such Royalty shall be [*] of the first [ * ] of such Royalty, that, subject to the provisions plus [*]. Solely for purposes of Sections 4.2, 4.3 and 4.4 belowexample, if AeroGen receives a Royalty of [*], then the amount due to BD with respect to such Royalty under this subsection (a) would be: [*] of Net Sales. (b) Notwithstanding the foregoing, in no event will the BD Percentage as calculated under this Section 9.1 be less than (i) [*] of Net Sales by such Licensed Marketing Partner in the event that a Valid Claim exists at the time of a sale of the Product is an Ipsen MC4 Product that utilizes in the Ipsen MC4 [ ]*country of sale, or (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to [*] of Net Sales of by such Ipsen MC4 Product in any given country Marketing Partner in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be event that (A) [ ]* if no Valid Claim exists at the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date time of a sale of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting the country of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) sale, and (B) the Royalty paid to AeroGen on such sale is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to at a reduced rate because no such Valid Claim exists. (c) AeroGen's obligations under this Section 4.1 9.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance expire concurrently with the provisions last to expire obligation of Article 5 hereofa Marketing Partner to pay Royalties to AeroGen.

Royalties. In consideration for the rights and license granted under this Agreement5.1 Except as otherwise required by law, Licensee shall, subject shall pay to Rutgers/UMDNJ: (a) a semi-annual royalty based on Net Sales during the two most recently concluded fiscal quarters calculated as follows: (i) to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given extent a Rutgers/UMDNJ Patent Right underlying a Licensed Product is unexpired in any given country in the Territory during the Royalty Term applicable to sales a country, a royalty of [***] of such Licensed Product in such country during such period shall be payable by Licensee, and (ii) to the extent no Rutgers/UMDNJ Patent Right underlying a Licensed Product is unexpired in a country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) but such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]uses or embodies Rutgers/UMDNJ Proprietary Technology, a royalty of [*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales **] of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Licensed Product in such country during such period shall be payable be Licensee so long as such sales occur no later than [***]. (Ab) [ [***]* if the Ipsen MC4 [ ]* is delivered , concurrently with its payment of royalties as provided in paragraph 5.1(a), [***] of all royalty consideration received by Ipsen Licensee from its sublicensees (other than to Licensee pursuant Affiliates of Licensee) during its two most recently concluded fiscal quarters on sales by such sublicensee of Licensed Products. Subject to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Article 17 this Agreement, (B) [ amounts due under this Article 5.2 alone shall not be reduced [***]* if the Ipsen MC4 [ ]* is delivered by Ipsen 5.2 No Payment Obligations shall be due with respect to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 sale or sublicense covering any Licensed Product in a formulation consisting of country if: (a) there are no issued Rutgers/UMDNJ Patent Rights underlying such Licensed Product in such country; and (b) to the Ipsen MC4 [ ]* extent that a patent application is pending, there is no claim within such patent application on which a royalty herein can reasonably be based which has been pending for less than seven (7) years since the initial filing date; and (c) no Rutgers/UMDNJ Proprietary Technology is used with respect to, or embodied in such Licensed Product. 5.3 Royalties payable to Rutgers/UMDNJ shall be paid semi-annually on or before June 30 and December 31 of each calendar year. Each such payment will be for unpaid royalties that accrued within or prior to Licensee's two most recently completed calendar quarters. 5.4 Licensee shall pay to Rutgers/UMDNJ a minimum annual payment equal to the amount set forth on the following schedule: [***] for the term of this Agreement beginning with the year of First Commercial Sale of any Licensed Product in a Major Market Country. This minimum annual payment shall be paid to Rutgers/UMDNJ by December 31 of each year and shall be credited against the Payment Obligations due and owing for the calendar year in which the minimum annual payment is supposed to be made. The first year's minimum annual payment shall be prorated by the fractional number of full months remaining in that calendar. 5.5 Licensee in [ ]* or (C) [ ]* if neither of shall be entitled to credit against the foregoing clauses (Aroyalty revenue payable pursuant to paragraph 5.1(a) and (Bb) is applicable. For purposes of clarification, the determination of in the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen [***] provided that in no event shall such credit: (a) reduce by more than [***] with respect to any calendar year; or (b) excuse Licensee from making any minimum royalty payment pursuant to this Section 4.1 paragraph 5.4, provided further that any unused credit remaining as a result of such limitation shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due carried forward to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofsubsequent years.

Royalties. In consideration for 4.1 For the rights rights, privileges and license granted under hereunder, LICENSEE shall pay to M.I.T. in the manner hereinafter provided to the end of the term of the Patent Rights or until this Agreement shall be terminated as hereinafter provided: (a) A license issue royalty fee of Twenty-Five Thousand Dollars ($25,000), which said license issue fee shall be deemed earned and due immediately upon the execution of this Agreement. (b) During the exclusive period of this Agreement, Licensee shall, subject to the provisions a royalty in an amount equal to: (i) [REDACTED] of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales Products sold as research reagents by LICENSES. (ii) [REDACTED] of such Net Sales of Licensed Product in such country, which royalties shall be equal to [ ]* Products sold for use as In Vitro Diagnostics by LICENSEE. (iii) [REDACTED] of such Net SalesSales of Licensed Products sold for use as In Vivo Diagnostics or as Therapeutics by LICENSEE; provided, however, thatthat these royalty rates shall be increased under the provisions of Paragraph 4.1(d) below. (c) During the nonexclusive period of this Agreement in each country and for each class of products, subject royalties on Net Sales in that country of that class of products by LICENSEE shall be [REDACTED] of those specified in Paragraph 4.1(c) above, provided, however, that these royalty rates shall be increased according to the provisions of Sections 4.2Paragraph 4.1(d) below. (d) Until the cumulative royalties paid under Paragraphs 4.1(b) and 4.1(c) above are equal to [REDACTED], 4.3 royalties paid on Net Sales of Licensed Products shall be increased by [REDACTED] above the rates specified in Paragraphs 4.2 (b) and 4.4 below4.1(c). (e) [REDACTED] of all sublicensing revenues of any form received by LICENSEE for sublicensing any of the rights granted herein; provided, if however, that in no case shall the portion of sublicensing revenues paid to M.I.T. be less than [REDACTED] of the Net Sales of Licensed Products sold by sublicensee(s) during the exclusive period of this Agreement, nor less than [REDACTED] of Net Sales by sublicensee(s) during the nonexclusive period of this Agreement except as provided for under Paragraph 9.4. (if) such Licensed Product is an Ipsen MC4 Product In the event that utilizes LICENSEE's royalty payment to M.I.T. hereunder for licensed operations during the Ipsen MC4 [ calendar year 1989 and each year thereafter during the exclusive period shall fall below [REDACTED]*, LICENSEE shall, with its last report for said years, pay to M.I.T. the difference between said sum and the total royalties due M.I.T. for said year under 4.1(b), (iic), (d) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iiie) above. (g) LICENSEE shall also sell to M.I.T. at par value one share of common stock of Matritech, Inc. for each [REDACTED] shares now outstanding. LICENSEE shall also sell to M.I.T. at par value one share of stock from every additional [REDACTED] shares of stock hereafter issued (thereby keeping M.I.T.'s share of equity ownership at [REDACTED]%) until the Ipsen MC4 [ total investment of any form in Matritech, Inc. (including equity investment and payments for research and development) shall total [REDACTED]* . Thereafter, M.I.T. shall have no further right to purchase shares. 4.2 In the event that a Licensed Product(s) under this Agreement is Covered sold in a combination package or kit containing other diagnostic products for other than matrix proteins or other active biological agents (such as antibodies, peptides and other proteins but not including enzymes used only for detection purposes or simple salts, buffers or color reagents) not covered by Ipsen MC4 [ ]* the Patent Rights, then the Net Sales Price for purposes of determining royalty rate applicable payments in the combination package shall be calculated using one of the following methods: (a) By multiplying the Net Sales Price of that combination package by the quantity (A/B), where A is the gross selling price during the royalty paying period in question of the diagnostic or therapeutic products or active biological agents which fall under the Patent Rights sold separately, and B is the gross selling price of the combination package during the royalty paying period in question; or (b) In the event that no such separate sales are made of any of the diagnostic or therapeutic products or active biological products in the combination package, then the Net Price of the combination package shall be multiplied by the quantity (X/Y), where X is the number of diagnostic and therapeutic products and active biological agents falling under the Patent Rights and Y is the total number of such products and active biological agents. 4.3 In the event that no claims to the Patent Rights Patent Applications are allowed by the U.S. Patent Office by the sixth anniversary of the Effective Date of this Agreement, no royalties shall be due after that sixth anniversary under Paragraphs 4.1(a), (b), (c), (d), (e) or (f), but the license granted herein remains in full force and effect. Thereafter, if claims are allowed, royalties shall resume for Net Sales of Licensed Products sold after such Ipsen MC4 Product allowance. 4.4 At the expiration of the last to expire of the Patent Rights, if this License Agreement is still in effect, LICENSEE shall retain the exclusive right in perpetuity to use the Tangible Property for commercial purposes, and no royalties shall be due on Net Sales of Licensed Products sold after the last to expire of the Patent Rights. 4.5 No multiple royalties shall be payable because any Licensed Product, its manufacture, lease or sale are or shall be covered by more than one patent application or patent licensed under this Agreement. 4.6 Royalty payments shall be paid in United States dollars in Cambridge, Massachusetts, or at such other place as M.I.T. may reasonably designate consistent with the laws and regulations controlling in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country foreign country. If any currency conversion shall be (A) [ ]* if required in connection with the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount payment of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933hereunder, AS AMENDED. due Ipsen pursuant to this Section 4.1 such conversion shall be made by using the exchange rate prevailing at the Chase Manhattan Bank (N. A.) on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment the last business day of royalties due the calendar quarterly reporting period to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofwhich such royalty payments relate.

Royalties. In consideration for Licensee shall make the rights following royalty payments to Licensor consisting of common stock purchase Warrants and license granted under cash payments: i) Upon execution of this Agreement, Licensee shallagrees to pay Licensor 25,000 Common Stock Purchase Warrants which will have a term of 5 years and be exercisable anytime during this 5-year term for $.25 per share, subject and shall be exercisable in whole or in part anytime and from time to the provisions time during this 5-year term. ii) A cash license royalty per unit or device of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, sold or used by Licensee which royalties shall be equal to [ ]* Thirty Percent (30%) of Licensee's wholesale price to customers purchasing such Net Sales; provideddevices from Licensee, howeverwhich base price shall be flexible and mutually agreed upon by the parties hereto for the purpose of determining such royalty payments du6 hereunder. Such cash royalty payments shall be made quarterly during each year of this Agreement, that, subject and payment shall be made to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing Licensor by Licensee pursuant within 10 days of the end of each quarter. Licensee shall not be required to Section 2.11.1 and (pay cash royalties on free sample devices used in promotions, or for damaged or defective products. iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to When sales of the licensed product by Licensee equal 500 units or devices, Licensee shall grant Licensor an additional Stock Purchase Warrant to purchase another 50,000 common shares of Licensee with such Ipsen MC4 Product in such country shall be (AWarrants having the same terms as the above paragraph i). iv) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date When sales of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used licensed product by Licensee in [ ]* cumulatively equal 1,000 units or (Cdevices, Licensee shall grant Licensor another Stock Purchase Warrants to purchase another 50,000 common shares of Licensee with such Warrants having the same terms as the above paragraph i). At this point, total Warrants would be for the purchase of 125,000 common shares with each set of Warrants to have a 5-year term from the time they are granted. v) [ ]* if neither All of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination Warrants shall be authorized by resolution of the amount Board of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Directors of Licensor within 30 days of the execution of this Agreement so that they will be available to be granted to Licensor as earned under this Agreement; and all of such Warrants shall have anti-dilutive terms to prevent dilution to Licensor in the event of future stock splits, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofstock dividends, mergers, reclassifications, business combinations or other reorganizations.

Royalties. In consideration (a) The following undertaking having been agreed to for the rights purpose of reflecting and advancing the mutual convenience of the parties, beginning with the FIRST COMMERCIAL EXPLOITATION in any country, (i) on all sales of PRODUCTS anywhere in the world by PALOMAR and its AFFILIATES, or (ii) for any SERVICE performed by PALOMAR or its AFFILIATES or any other third party by virtue of any right or license granted by PALOMAR or its AFFILIATES, then in either case of clause (i) or (ii), PALOMAR shall pay GENERAL, during the term of the license granted under this AgreementParagraph 2.1(a), Licensee shallwhere a PRODUCT or SERVICE, subject to respectively, is covered by a VALID CLAIM of the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product PATENT RIGHTS in any given the country in question and the Territory during PATENT RIGHTS are exclusively licensed in the Royalty Term applicable LICENSE FIELD to sales PALOMAR hereunder, a royalty of such Licensed Product in such country, which royalties shall be equal to [ ](A)** of such Net Sales; providedthe applicable NET REVENUES of PRODUCTS or SERVICES, howeverrespectively, thatfor which no other royalty applies pursuant to any SUBJECT AGREEMENT (as defined below), subject or (B)** of the applicable NET REVENUES of PRODUCTS or SERVICES, respectively, for which any other royalty applies pursuant to the provisions of Sections 4.2, 4.3 and 4.4 below, if any SUBJECT AGREEMENT. (i) such Licensed Product is an Ipsen MC4 Product that utilizes GENERAL shall receive twenty-five percent (25%) of the Ipsen MC4 [ ]*, sublicensing revenues received by PALOMAR or its AFFILIATES from each SUBLICENSEE (iithe “SUBLICENSE FEES”) attributable to VALID CLAIMS of PATENT RIGHTS licensed exclusively to PALOMAR hereunder in the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable question. PALOMAR and GENERAL agree that for SUBLICENSE FEES that include a non-monetary component, PALOMAR and GENERAL will agree to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date a specific allocation of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered non-monetary component by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofseparate letter agreement.

Royalties. In consideration for For the rights and license licenses granted under in Section 2.1 of this Agreement, Licensee shallshall pay ARCH the amounts determined pursuant to subsections (a), subject (b) and (c) below. (a) Licensee shall provide ARCH written notice within fifteen (15) days of achievement of each of the milestone events set forth below in respect of any Licensed Products and Combination Products developed by Licensee, its Affiliates or sublicensees, until such time as ARCH shall have received four (4) of such notices with respect to each of such milestone events. Within thirty (30) days after delivering each such notice, Licensee shall make the milestone payments to ARCH set forth below: (i) Licensee, any of its Affiliates or any of its sublicensee file and IND application for any such Licensed Product or Combination Product: [Redacted] (ii) Acceptance by the U.S. Food and Drug Administration (“FDA”) of a New Drug Application (“NDA”) with respect to any such Licensed Product or Combination Product: [Redacted] and (iii) Licensee, any of its Affiliates or any of its sublicensees obtains written approval to market an such Licensed Product or Combination Product [Redacted] up to an aggregate maximum amount [Redacted]. Such milestone payments shall be credited against any and all Royalties due to ARCH hereunder in amounts not to exceed [Redacted] of the Royalties due in credit for all such milestone payments actually made. If no U.S. patent issues to ARCH, or an issued patent is invalidated, which patent or patent application contains significant protection for the Inventions incorporated in a Licensed Product for which-milestone payments have been made, such milestone payments shall instead be credited against any and all Royalties due to ARCH hereunder in amounts not to exceed [Redacted] of the Royalties due in any calendar quarter. (b) A running-royalty-equal to [Redacted] of net sales of Licensed Products-and Combination Products sold by Licensee or any of its Affiliates; and (c) A running royalty determined with respect to each Sublicense entered into by Licensee or any of its Affiliates as allows: (i) Where either (a) prior to execution of a Sublicense, Licensee or an Affiliate of Licensee [Redacted] (as allocated by Licensee on a commercially reasonable basis consistent with reasonable, consistently applied internal cost accounting methods) incurred in the course of discovery, research or development of one or more Inventions disclosed in the sublicensed Licensed Patent Rights, which may include such costs incurred in the course of the creation, negotiation and execution of such Sublicense, and may further include, without limitation, costs of due diligence, management activities, market analyses and reasonable attorneys fees; or (b) Licensee has failed to provide evidence reasonably satisfactory to ARCH that the Licensed Product(s) licensed to such sublicensee is principally based upon patent rights or other proprietary rights owned by Licensee or an Affiliate of Licensee, then Licensee shall pay to ARCH [Redacted] of all amounts actually paid to Licensee or an Affiliate of Licensee by a sublicensee with respect to a Licensed Patent Rights so sublicensed (regardless of whether such payments are denominated as fees, royalties or otherwise, and whether paid at the time of or subsequent to the provisions grant of Sections 4.2such Sublicense), 4.3 except that Licensee or an Affiliate of Licensee shall have the right to retain amounts received from such sublicensee specifically related to research and 4.4 belowdevelopment funding activity, pay royalties equity investments in Licensee or an Affiliate of Licensee by such sublicensee, loans by such sublicensee to Ipsen based upon Licensee or an Affiliate of Licensee, or other similar financing activities provided by such sublicensee for the benefit-of Licensee or an Affiliate of Licensee; (ii) in all other such cases [Redacted] Net Sales of any given Licensed Product in any given country in Products and Combination Products sold by the Territory during the Royalty Term applicable subject sublicensee. All payments made to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen ARCH pursuant to this Section 4.1 3.1 shall be made on a Licensed Productnon-by-Licensed Product basis refundable under any and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofall circumstances.

Royalties. 4.01 In consideration for of the rights and license granted under this License Agreement, Licensee shall, subject ACSENTIENT shall pay SENJU as running royalties a sum corresponding to [ * ] of the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country the Preparation in the Territory for [ * ] from the First Commercialization. Thereafter, ACSENTIENT shall pay SENJU as running royalties a sum corresponding to [ * ] of the Net Sales of the Preparation during the Royalty Term applicable remaining term of this License Agreement. Provided, however, that if the Net Sales in any year decreases more than [ * ] compared to sales the preceding year due to the commercialization of such Licensed Product a generic product equivalent to the Preparation in such countrythe Territory, which the running royalty rate shall [ * ] and ACSENTIENT shall pay SENJU as royalties shall be equal a sum corresponding to [ ]* ] of such the Net SalesSales of the Preparation during the remaining term of this License Agreement. 4.02 Notwithstanding above paragraph 4.01, ACSENTIENT shall pay SENJU minimum annual royalties of; (i) [ * ] for the [ * ] following the First Commercialization; (ii) [ * ] for the [ * ] following the First Commercialization; and (iii) [ * ] for the [ * ] following the First Commercialization: * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. provided, however, that, that above minimum annual royalties payment by ACSENTIENT to SENJU shall be subject to the provisions existence of Sections 4.2following conditions for the Preparation: (a) The First Commercialization has occurred; (b) The Preparation has obtained Governmental Approval usable for [ * ] [ * ]; (c) The Preparation is not associated with [ * ] (provided that both Parties confirm (to the extent practicable) and acknowledge that the Preparation is administered pursuant to package insert to the patient(s) who experience [ * ] and that [ * ] [ * ] and/or availability of Preparation due [ * ]; and, (d) The Preparation has not been found by [ * ] [ * ]. If these conditions are not met for the Preparation, 4.3 SENJU and 4.4 belowACSENTIENT shall conduct independent market research to determine product potential and set minimum royalties based on [ * ] [ * ] of the [ ( ] or ACSENTIENT shall have the option [ * ] [ * ]. In the event ACSENTIENT exercises said option [ * ], if ACSENTIENT's exclusive right granted by SENJU under this License Agreement shall [ * ], and SENJU will have a right to [ * ] [ ]. In no event, will minimum annual royalties be imposed on ACSENTIENT for the [ * ] year and [ * ] year following First Commercialization except for the case of paragraph 4.03. 4.03 If ACSENTIENT is merged into or acquired by a third party during the term of this License Agreement, the following minimum running royalties shall be payable to SENJU; (i) such Licensed Product If ACSENTIENT is an Ipsen MC4 Product that utilizes merged or acquired by Third Party on or prior to the Ipsen MC4 date of First Commercialization: (a) For [ * ] of First Commercialization: [ * ]*, (b) For [ * ] of First Commercialization: [ * ] (c) For [ * ] of First Commercialization and subsequent years to the termination of this License Agreement:[ * ] (ii) If ACSENTIENT is merged or acquired by Third Party on or during the Ipsen MC4 [ * ] of First Commercialization: (a) For [ * ] of First Commercialization: [ * ] (b) For [ * was accepted in writing by Licensee pursuant ] of First Commercialization and subsequent years to Section 2.11.1 and the termination of this License Agreement:[ * ] * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. (iii) the Ipsen MC4 [ ]* If ACSENTIENT is Covered merged or acquired by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time Third Party on or after the [ * ] of First Commercialization; (a) [ * ]* following until termination of this License Agreement. The minimum running royalty payments referred in this paragraph 4.03: (i) shall be subject to the date existence of the MC4 [ ]* Agreement and such Ipsen MC4 Product four (4) conditions for the Preparation set forth in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) paragraph 4.02 above and (Bii) is applicableare not cumulative. For purposes of clarificationIf such condition does not exist, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 minimum running royalty shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment adjusted in the manner referred in paragraph 4.02 above. 4.04 No multiple running royalty will be payable even if the Preparation, its manufacture, use or sale, are or will be covered by more than one claim or patent. 4.05 All of the running royalties due to Ipsen pursuant to this Article 4 including minimum royalties in paragraph 4.01 through 4.03 shall be made paid within [ * ] following the end of ACSENTIENT's fiscal year which commences following the First Commercialization. ACSENTIENT's fiscal year commences January 1st of a year and ends December 31 in accordance with the provisions of Article 5 hereofsame year. 4.06 Unless otherwise expressly provided herein, no running royalty payment to Senju under this License Agreement shall be refundable in whole or in part.

Royalties. In (a) As further, ongoing consideration for the exclusive distribution rights herein granted in Paragraph 3(a) and the license granted under in Paragraph 4(b) hereof, Storz agrees to pay to Oculex an earned royalty on Net Sales during each calendar quarter or portion thereof during the term of this Agreement, Licensee shall, subject such earned royalty to be calculated utilizing the royalty percentages specified in this Section 5. Storz shall be entitled to offset in full against earned royalty payable hereunder the total Product Supply Price paid by Storz for all Units of Oculex Product on which Net Sales were reported for royalty calculation purposes for the applicable quarter. Subject to the provisions reductions in the earned royalties set forth in Paragraph 5(b) below if the Oculex Product is not an Exclusive Eye Implant Product, the royalty percentage to be used for such calculation of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon earned royalty on Net Sales of any given Licensed Product Oculex Products in any given each country of the Territory shall be determined from the tables set forth hereinafter, based upon the particular U.S. dollar amount of actual cumulative Net Sales during the applicable calendar year throughout the Territory and Storz' ability to promote the alternative efficacy and side effect claims in the Territory country concerned, as set forth hereinafter: (i) if the Oculex Product has been demonstrated in well controlled phacoemulsification-technique cataract surgery trials as [*] more [*] than [*] with [*] or [*] than normally associated with [*], the percentage royalty payable by Storz on Net Sales during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties calendar quarter shall be equal based upon the cumulative Net Sales during [*] Confidential treatment requested with respect to [ ]* certain portions of this exhibit the relevant calendar year during the term of this Agreement as follows, and in accordance with the instructions for calculating such percentage royalty described in Paragraph 5(a)(iv): Cumulative Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 belowSales in Territory for Calendar Year Percentage Royalty --------------------------------------------------- ------------------ [*] [*] [*] [*] [*] [*] or, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*not satisfied, then (ii) if the Ipsen MC4 [ Oculex Product has been demonstrated in well controlled phacoemulsification-technique cataract surgery trials as [*] more [*] than [*] with [*] or [*] than normally associated with [*]* was accepted in writing , the percentage royalty payable by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Storz on Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country calendar quarter shall be (A) [ ]* if based upon the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after cumulative Net Sales during the date relevant calendar year during the term of the MC4 [ ]* Agreementthis Agreement as follows, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions instructions for calculating such percentage royalty described in Paragraph 5(a)(iv): Cumulative Net Sales in Territory for Calendar Year Percentage Royalty --------------------------------------------------- ------------------ [*] [*] [*] [*] [*] [*] or, if (ii) is not satisfied, then (iii) Oculex Product does not meet minimum requirements hereunder and [*] under this Section 5, [*] Storz shall [*] pay the Product Purchase Price specified in Paragraph 3(e) for each Unit of Article 5 hereofOculex Product delivered under this Agreement.

Royalties. 4.01 In consideration for of the licenses and rights and license granted to Licensee by Sisvel under this Agreement, Licensee shallshall pay: (a) a non-refundable, non-recoupable sum of Three Thousand Euros (3,000.00 ΦͿ ĂƐ an entrance fee; and (b) a royalty as specified in the royalty schedule under Section 4.02 for each Licensed Product. 4.02 The royalty shall be based on the number of Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of by Licensee and Affiliates during each calendar year. The royalty rates payable for each Licensed Product shall be the Royalty Rates according to the schedule set out below: Licensed Consumer Products Φ 50Ϭ͘ Fifty Euro cents Licensed Professional Products Retail value lower than the Professional Threshold Φ 50Ϭ͘ Fifty Euro cents 4.03 If Licensee or any Affiliates purchase Licensed Products from a third party that is licensed by Sisvel or all the DVB-S2X Patent Owners to Manufacture and Sell Licensed Products under the DVB- S2X Essential Patent Claims, and such third party (i) has timely fulfilled its royalty payment obligations under such license(s) for all such Licensed Products, and (ii) has provided Sisvel with a written declaration, subject to written approval by Sisvel, stating that it will be responsible for paying the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of for such Licensed Product Products prior to such Licensed Products being purchased from that third party by Licensee, then Licensee shall have no royalty obligation under this Agreement for such Licensed Products purchased from such third party. If Licensee Sells Licensed Products to a third party that is licensed by Sisvel or all the DVB-S2X Patent Owners to Manufacture and Sell Licensed Products under the DVB-S2X Essential Patent Claims, Licensee shall have the royalty payment obligation under this Agreement for such Licensed Products Sold to such third party, unless: (x) the third party is a licensee in good standing of Sisvel and has fulfilled all its royalty payment obligations under such country, which royalties shall be equal license at the time Licensee Sells such Licensed Products to [ ]* of such Net Salesthe third party; provided, however, that(y) the third party provides Sisvel with a written declaration, subject to written approval by Sisvel, stating that it will be responsible for paying the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) royalties for such Licensed Product is an Ipsen MC4 Product Products prior to such Licensed Products being Sold to that utilizes the Ipsen MC4 [ ]*, third party by Licensee; and (iiz) the Ipsen MC4 [ ]* was accepted in writing by third party timely pays royalties on such Licensed Products to Sisvel. The Licensed Products for which Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the has no royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant payment obligation according to this Section 4.1 shall 4.03 will not be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties considered when calculating the royalty due by Licensee according to Ipsen pursuant Section 4.02, but they need to this Article 4 shall be made listed in accordance with the provisions of Article 5 hereof.royalty statements as per Section

Royalties. (a) LEUKON or its AFFILIATES shall pay CBR as a total royalty for each PRODUCT one of the following: (1) of the NET SALES of all THERAPEUTIC PRODUCTS and * of the NET SALES of all OTHER PRODUCTS sold by LEUKON or its AFFILIATES, provided that in the country where the PRODUCT is sold, the PRODUCT is covered by a VALID CLAIM of a PATENT RIGHT under which LEUKON is licensed by CBR; or (2) of royalties (or the value of consideration provided in lieu of royalties) received by LEUKON or its AFFILIATES from a SUBLICENSEE for all PRODUCTS covered by a VALID CLAIM of a PATENT RIGHT licensed to LEUKON. (3) In consideration for the rights event that LEUKON's license is non-exclusive and any other person or entity is also granted a license granted under PATENT RIGHTS at a royalty less than that of this Agreement, Licensee shall, subject then LEUKON's royalty under this Agreement shall be reduced to such lower royalty. CBR shall promptly notify LEUKON of the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales granting of any given Licensed Product in any given country in such other license and the Territory during royalties thereunder. (b) Only one royalty shall be due and payable for a specific PRODUCT and irrespective of the Royalty Term number of patents included within PATENT RIGHTS which are applicable to sales such PRODUCT. 3.2 In the event that royalties are to be paid by LEUKON to a party who is not an AFFILIATE of such Licensed Product in such country, LEUKON for any PRODUCT ("Other Royalties") for which royalties shall be equal are also due to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee CBR pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights3.1, then the royalty rate applicable royalties to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable be paid to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered CBR by Ipsen to Licensee LEUKON pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered 3.1 shall be reduced by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of such Other Royalties, but in no event shall the royalties * CONFIDENTIAL TREATMENT REQUESTEDunder Section 3.1 be reduced by more than *. 3.3 LEUKON shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES to keep, full and accurate books of account containing all particulars that may be necessary for the purpose of calculating all royalties payable to CBR. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 Such books of account shall be made on a Licensed Product-by-Licensed Product basis kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain be * Confidential treatment requested: material has been omitted and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance filed separately with the provisions of Article 5 hereofCommission.

Royalties. In consideration for 6.1 Subject always to Licensor's material compliance with its obligations and warranties hereunder Licensee shall pay to Licensor in the rights and license granted under this Agreement, Currency royalties based on Net Receipts less Cost of Manufacture in respect of all Products Exploited by Licensee shall, subject to the provisions or any of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country its Affiliates in the Territory during the Royalty Term applicable at the rates specified in Schedule VI ("Royalties"). 6.2 Notwithstanding anything herein to sales the contrary Licensee shall be unconditionally entitled to recoup all instalments of such Licensed Product the Advance paid by it to Licensor pursuant to Clause 5.1 against the Royalties (if any) payable by Licensee to Licensor pursuant to Clause 6.1 in such countryrespect of Exploitation of Wallace and Gromit Properties. For the avoidance of doubt, which ad▇▇▇▇▇▇ paid in respect of a specific Property shall not be recoupable from Royalties due in relation to a different Property. 6.3 Licensee shall be entitled to recoup all Advances paid to Licensor hereunder against the Royalties (if any) payable to Licensor hereunder as specified in Clause 6. 1. For the avoidance of doubt Licensee shall not be entitled to recoup any Advance more than once. 6.4 Notwithstanding anything herein to the contrary, Licensee shall not be obliged to pay any Royalties to Licensor in respect of Products (a) used free of charge for bona fide promotional purposes, or (b) furnished free to the trade, press or for public relations use, or (c) sold as a Clearance Sale Devices, or (d) lost, stolen, damaged or destroyed. 6.5 Licensee shall pay to Licensor in accordance with Clause 7(a) [*] of any advance of or on account of royalties or any good or valuable consideration credited to or received by Licensee or any of its Affiliates for the grant of a sublicence in whole or in part of any Interactive Entertainment Right, and (b) sublicence royalties calculated in accordance with Clause 6.6. 6.6 Sublicence royalties shall be calculated on the basis of sublicensees' reports to or receipts by Licensee or its Affiliates, Exploitation reported by sublicensees being treated as Net Receipts for this purpose (whether or not actually received by Licensee). In the event that the value or quantity of units Exploited cannot be determined from such sublicensees' reports, it shall be assumed for the purpose of royalty calculations that the Net Receipts attributable to the Exploitation of a Product are equal to [ ]* the mean of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if that (iexcluding returns) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing reported by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered for sales of Product of that format by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales Licensee or any of such Ipsen MC4 Product in any given country its Affiliates in the Territory during the Royalty Term applicable to sales of most recent prior period in which such Ipsen MC4 Product in such country Exploitation has taken place and Licensee's royalty statement shall be (Awhere applicable) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to state what assumption has been made. 6.7 Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of may recoup the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen any portion of a sublicence advance paid to Licensor pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of Clause 6.5 from sublicence royalties due to Ipsen Licensor under Clause 6.5 pursuant to this Article 4 that sublicence and/or in respect of the Property or Product to which the sub-licence relates but not otherwise. 6.8 Notwithstanding anything herein to the contrary:- ------------------ [*] Confidential portion omitted and filed separately with the Commission. 6.8.1 no consideration for its grant of the rights granted hereunder to Licensee and Grantor shall be made payable to Licensor hereunder other than the Advances and (to the extent applicable) the Warrants and the Royalties , which Licensor acknowledges shall constitute a full and final discharge of Licensee's obligations to it hereunder; 6.8.2 Except by way of cross-collateralisation of Royalties and Advances between different Licensed Properties Licensee shall be entitled to pay any Advance, Royalty or other sum payable to Licensor hereunder subject to any set-off, deduction or counter-claim by Licensee and/or Grantor against Licensor under the Agreement; and 6.8.3 in accordance the event of any material breach of the Agreement or Insolvency by Licensor Licensee and Grantor shall be entitled without liability and without prejudice to their other remedies hereunder to suspend the payment to Licensor of any Advance and/or Royalty and the grant to Licensor of any Warrant that would otherwise have been payable or grantable (as the case may be) to Licensor provided that any such suspension shall be effective only for so long as Licensor's breach has not been remedied. 6.9 Licensee shall have the right to establish reserves (not to exceed [*] of Net Receipts) for returns and defective Products. Unused reserves shall be liquidated within 12 (twelve) months of being established if not applied to returns and defective Products. 6.10 To the extent that Licensee receives Net Receipts in a currency other than the Currency, such Receipts shall for the purpose of calculating Royalties be converted to the Currency at the rate prevailing for the purchase of the Currency with such other currency as designated by Licensee's bankers on the provisions of Article 5 hereofdate when the Receipt is first received by the Licensee.

Royalties. 5.01 In consideration for of the rights granted hereunder by you to Universal and license granted under this Agreementthe other agreements, Licensee shallrepresentations and warranties contained herein, subject Universal agrees to pay you in connection with the Net Sale of Records consisting entirely of Masters of Distributed Product and sold by Universal or its licensees, a royalty computed at the applicable percentage indicated below, of the applicable Royalty Base Price with respect to the Record concerned, it being agreed that such royalties will be computed and paid in accordance with Article 6 below and the other provisions set forth herein. (a) Subject to the other provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon this Article 5 on NRC Net Sales of any given Licensed Product in any given country Albums in the Territory during Territory: 19% (“Basic Rate”) (b) Subject to the Royalty Term other provisions of this Article 5 on NRC Net Sales of Singles in the Territory: 11% (the “Basic Rate”) (a) With respect to audio-only compact discs and Electronic Transmissions of Masters hereunder, the royalty rate (which will be deemed to be the Basic Rate with respect to such configuration or method of exploitation) is one hundred percent (100%) of the otherwise applicable to sales of such Licensed Product royalty rate in such country, which royalties shall be equal to [ ]* of such Net Salesthe applicable country for the configuration and price category concerned; provided, howeverif such exploitation is at a price that does not fall within Universal’s top-line price category applicable to such method of exploitation, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the otherwise applicable royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall will be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreementcomputed, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement reduced, and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made adjusted in accordance with the applicable other provisions of this Article 5 hereof5. (c) With respect to Records sold in the form of new configurations (including, but not limited to, Mini Disc, DVD Audio and audiophile Records), the royalty rate (which will be deemed to be the Basic Rate with respect to such configurations) is seventy-five percent (75%) of the otherwise applicable royalty rate in the applicable country for the configuration and price category concerned. (d) With respect to Midline Records and EPs, the royalty rate is three-fourths (3/4) of the Basic Rate. With respect to Budget Records, premium records, and Records in the form of transparent or colored vinyl, the royalty rate is one half (1/2) of the Basic Rate for the configuration concerned. With respect to any Record sold in the Territory by Universal or its licensee in conjunction with a television advertising campaign, during the semi-annual accounting period in which that campaign begins as well as the next two (2) such periods, the royalty rate with respect to the advertised Records sold in the countries in which the campaign occurs is one half (1/2) of the otherwise applicable royalty rate, provided: (i) if Universal wholly owns its licensee in the country concerned, Universal will not thereby reduce your royalty by more than its and its licensee's actual costs in connection with such campaign, and the aforesaid reduction of the royalty rate will only apply during the semi-annual accounting period in which the applicable campaign begins as well as the next such period; and (ii) if Universal does not wholly own its licensee in the country concerned, the otherwise applicable royalty rate will not be reduced if Universal’s licensee does not reduce the monies payable to Universal because of such advertising campaign. With respect to any Multiple Record Album, the royalty rate is the Basic Rate for the configuration concerned if, at the beginning of the royalty accounting period concerned, the Suggested Retail List Price of such Album is at least the number of cassettes, compact discs or other configuration packaged together times the Suggested Retail List Price for "top-line" Albums marketed by Universal or its principal licensee in the country where the Multiple Record Album is sold (the "top-line" price). If the Suggested Retail List Price applicable to such Multiple Record Album is less than the number of cassettes, compact discs or other configuration packaged together times the "top-line" price, then the applicable royalty rate for such Multiple Record Album will be equal to the otherwise applicable royalty rate multiplied by a fraction, the numerator of which is the Suggested Retail List Price of such Multiple Record Album, and the denominator of which is the number of cassettes, compact discs or other configuration packaged together times the "top-line" price (but not less than one half (1/2) of the applicable royalty rate prescribed in paragraph 7.01 for such Album). (a) Your royalty will be the sum equal to fifty percent (50%) of Universal's Net Receipts with respect to the following Records and/or exploitation of Masters hereunder: (1) Records sold through record clubs or similar sales plans; (2) licenses for methods of distribution such as "key outlet marketing" (distribution through retail fulfillment centers in conjunction with special advertisements on radio or television), direct mail, mail order, or by any combination of the methods set forth above or other methods; (3) licenses for distribution other than through normal retail channels or other than by the primary distributor(s) of Universal Records in the territory concerned for the configuration concerned; and (4) Masters hereunder licensed by Universal for use in synchronization in motion pictures, television productions, or television commercials. (b) With respect to any exploitation of Mobile Material for which Universal receives a royalty or other payment which is directly attributable to such Mobile Material, your royalty will be an amount equal to a percentage of Universal’s Net Receipts from such royalty or other payment where such percentage equals the applicable Basic Rate set forth in paragraph 5.01(a) above. (a) If Universal or its licensees license Videos of Distributed Product, your royalty will be one half (1/2) of the Net Receipts received by or credited to Universal in the United States derived therefrom after deducting from gross receipts a fee, in lieu of any overhead or distribution fee, of twenty-two percent (22%) of the gross receipts in connection therewith. It is specifically agreed that Universal has and will have the right to license such Videos to third parties (e.g., club services) for no payment, in which case no payment will be made to you in connection therewith. (b) With respect to home video devices embodying Videos of Distributed Product manufactured and distributed by Universal or its licensee in the country concerned, you will be entitled to a royalty computed as provided in this Article, but the following rate will apply instead of the rates specified in paragraph 5.01 above: 10% of the applicable Royalty Base Price. Said royalties are inclusive of any third party payments required in connection with the sale of such devices including, without limitation, artist and producer royalties and copyright payments. 5.05. As to a Record not consisting entirely of Masters or Videos of Distributed Product, the otherwise applicable royalty rate will be prorated on the basis of the number of Masters or Videos of Distributed Product embodied on such Record compared to the total number of Masters or Videos (including the Masters and Videos of Distributed Product) contained on such Record. As to Joint Recordings, the royalty rate will be the royalty rate provided for herein divided by the number of Persons with respect to whom Universal is obligated to pay a royalty (including you).

Royalties. (a) In consideration addition to the amounts payable under Section 4.2, Schering will collectively pay Metabasis and Valeant (collectively referred to as “MV”), in any calendar year during the Royalty Obligation Period, royalties in the aggregate amounts as follows on a Product-by-Product and country-by-country basis and provided that the amounts below constitute the full amount of the royalties due MV pursuant to the terms of both this Agreement and the Valeant License Agreement: (i) (i) in any country in which there is a Valid Claim of a Licensed Patent, a royalty on Net Sales in such country as provided below: (A) on Net Sales of Products [***]; (B) on Net Sales of Products [***]. (ii) on Net Sales of each Product in any country in which there is no Valid Claim of a Licensed Patent, [***]. (b) Royalties on Net Sales will be calculated every Accounting Period. Within [***] after the last day of each such Accounting Period during the term of this Agreement following the First Commercial Sale of a Product, Schering will provide to MV the Sales & Royalty Report. If MV has no comments on such report, Metabasis and Valeant shall each submit an invoice to Schering substantially in the form of Exhibit B with respect to the Royalty Payment, each of which shall be signed by both Metabasis and Valeant and shall indicate the proportion of the Royalty Payments that shall be made to each of (i) Metabasis and (ii) Valeant, provided, however, that the sum of the payments to be made to each of Metabasis and Valeant may not exceed 100% of the actual Royalty Payments calculated as due based on the Royalty Report (the “Total Royalties Due”). In the event that there are invoicing discrepancies (such that, for example, the total of the Royalty Payments based on the invoices received from each of Metabasis and Valeant exceeds the Total Royalties Due) , Schering may, in it sole discretion, make payment to each of Metabasis and Valeant as it determines is appropriate and shall have no liability to Metabasis or Valeant with regard to any disagreement with respect to such allocation so long as the total of such payments is equal to the Total Royalties Due. Schering shall pay the Royalty Payment within [***] after receipt of the invoices. All such Royalty Payments constitute the full amount of the Royalty Payments due MV pursuant to the terms of both this Agreement and the Valeant License Agreement. (c) Schering may obtain a license under any issued patent from one or more Third Parties which patent, but for such license, would be infringed by the exercise of the rights granted to Schering hereunder. For any such Third-Party licenses, Schering may reduce the royalties otherwise due to MV hereunder by an amount [***] paid by Schering to such Third Party or Third Parties to the extent attributable to such license, including any [***]; provided, however, that the total such reduction for all such Sublicenses shall not cause the royalties due to MV in any calendar year to fall below [***] of the royalties which would otherwise be due (i.e. without reference to the reduction due to Sublicense royalties) to MV in such year. Any portion of such reduction which is unused in any year because of the foregoing proviso [***]; and further provided that no reduction in royalties will result from a license to a Third Party patent that claims [***] that are not necessary in order to develop, manufacture or commercialize the Licensed Compound, [***]; and further provided that no reduction in royalties will result from a license to a Third Party patent where such license covers a Combined Product and where no actual or alleged infringement by the claims of such patent would result from activities relating to a Product whose only active pharmaceutical ingredient is a Licensed Compound, [***]. Metabasis shall remain responsible for the rights payment of royalty obligations, if any, due to Third Parties under any Licensed Patents or Licensed Technology which has been licensed to Metabasis and license granted is sublicensed to Schering under this Agreement, Licensee shall, subject . All such payments shall be made promptly by Metabasis in accordance with the terms of its license agreement. (d) If a Third Party sells a product which is a Generic Equivalent to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed a Product in any given country in which Schering, an Affiliate or Sublicensee is selling such Product, the Territory royalty payable by Schering to MV under this Agreement with respect to such Product in each such country will be [***] for the time period during the Royalty Term applicable to sales which such Generic Equivalent is sold by or on behalf of such Licensed Third Party in such country. (e) If any Approval Authority imposes a price limitation for specific indications or patients, and [***] claims that such limitation [***] [***] for a Product in such country, which royalties shall and [***] will apply for so long as such price limitation continues to have such effect. If the Parties fail to promptly agree to [***], the matter will be equal referred to [ arbitration pursuant to Article XIV and the [***]* of such Net Sales; provided. Schering will, however, that, subject to the provisions extent permitted by law, use reasonable commercial efforts to resist the imposition or continuation of Sections 4.2, 4.3 and 4.4 below, if (i) any such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofprice limitation.

Royalties. (a) In consideration for the rights event ARIAD or HMRI develops a Product that is [*] Validated Target or Validated Protein or the associated Candidate Gene, it shall pay a [*] royalty on its Net Sales and license granted under this Agreement, Licensee shall, subject those of its Affiliates -5- 157 to the provisions other party. (b) In the event ARIAD or HMRI shall grant a sublicense to a third party to make, use or sell a Product that is [*] a Validated Target or Validated Protein, the royalty shall be the lesser of Sections 4.2, 4.3 the amount set forth in Section 10(a) calculated on the sublicensee's Net Sales or [*] of the royalties actually received by a party from the sublicensee. (c) In the event that ARIAD and 4.4 below, HMRI shall be obligated to pay royalties to Ipsen based upon in excess of [*] of its Net Sales and those of any given Licensed its Affiliates or sublicensees to a third party with respect to a particular Product in any given country in being developed or sold by it under a license from the Territory during third party for a Gene or Protein necessary to develop or sell such Product, then the Royalty Term applicable to sales of such Licensed Product in such country, which royalties paying party shall be equal entitled to [ ]* of such Net Sales; provided, however, that, subject reduce the royalty payable hereunder to the provisions other party [*] ; provided that the royalty payable to the other party under Section 10(a) shall not be reduced below [*] of Sections 4.2Net Sales and the royalty payable to the other party under Section 10(b) shall not be reduced below [*] of the royalties actually received by the paying party from the sublicensee. (d) In the event that ARIAD or HMRI shall be obligated to pay royalties or other payments to a third party with respect to a particular Product being developed or sold by the other party or its Affiliates or sublicensees as a result of the grant of a sublicense to the Company or the other party, 4.3 and 4.4 below[*] after receipt of an invoice for such payment from the party granting the sublicense. The party receiving the license shall not be obligated [*] , if except for those: (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]based on or resulting from [*, ] or (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country as otherwise expressly provided in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofJoint Venture Agreements.

Royalties. In consideration for (a) Subject to the rights terms and license granted under conditions of, and during the term of, this Agreement, Licensee shallIsis will pay to Alnylam royalties on sales of Double Stranded RNA 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. Products that are Isis Products by Isis, subject its Affiliates or sublicensees equal to [***]% of Net Sales. Isis may reduce the royalty due under this section by [***]% of any additional royalties that Isis owes to Third Parties on such Double Stranded RNA Products that are Isis Products that arise from Isis acquiring access to new technologies after the Effective Date; provided, however, that (i) the royalty due under this section can never be less than a floor of [***]%, (ii) additional royalties arising as the result of the addition, pursuant to Section 11.8, of Alnylam Current Chemistry Patents or Alnylam Current Motif and Mechanism Patents to the provisions Alnylam Patent Rights licensed to Isis, or as the result of Sections 4.2an expansion of Isis’ licenses pursuant to Section 6.5(d), 4.3 cannot be used to reduce the royalty and 4.4 below(iii) Isis shall not be entitled to reduce, pursuant to this sentence, its royalty obligation to Alnylam below a royalty obligation equal to the lesser of (y) Alnylam’s aggregate royalty obligations [***] existing as of the Effective Date [***] and (z) Alnylam’s aggregate royalty obligations to [***] as such obligations may be reduced from time to time after the Effective Date. (b) Subject to the terms and conditions of, and during the term of, this Agreement, Isis will pay to Alnylam royalties to Ipsen based upon on Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such countryIsis Single Stranded RNAi Products by Isis, which royalties shall be its Affiliates or sublicensees equal to [ [***]* % of such Net Sales; provided, however, thatthat if Isis is the subject of an Acquisition, the royalty payable under this Section 8.2(b) on the Net Sales of Isis Single Stranded RNAi Products following such Acquisition will be [***]%. (c) Subject to the terms and conditions of this Agreement, and during the Isis Extended Field Royalty Term, Isis will pay to Alnylam royalties on sales of Isis Extended Field Products by Isis, its Affiliates or sublicensees equal to [***]% of Net Sales of such Products. (d) Subject to the terms and conditions of this Agreement, and during the Isis Exclusive Target Royalty Term, Isis will pay to Alnylam royalties on sales of Isis Exclusive Target Products by Isis, its Affiliates or sublicensees equal to [***]% of Net Sales of such Products. Upon expiration of the Isis Exclusive Target Royalty Term, the license granted under Section 6.1(l) will terminate. (e) The royalties payable to Alnylam pursuant to Section 8.2(d) are in addition to, and not in lieu of, the royalties payable to Alnylam pursuant to Sections 8.2(a) and (b), as applicable. Specifically, if an Isis Exclusive Target Product is subject to the provisions payment of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee royalties to Alnylam pursuant to Section 2.11.1 8.2(d) during the applicable Isis Exclusive Target Royalty Term and (iii) is also a Double Stranded RNA Product that is an Isis Product or an Isis Single Stranded RNAi Product, as the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rightscase may be, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee calculated pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B8.2(a) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ b), as applicable, will also be payable to Alnylam with respect to such Isis Exclusive Target Product for so long as such Isis Exclusive Target Product is a Double Stranded RNA Product that is an Isis Product or an Isis Single Stranded RNAi Product, as the case may be. However, if an Isis CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]* if neither of the foregoing clauses (A) and (B) is applicable”. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS 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 UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED1934. due Ipsen Exclusive Target Product that is subject to the payment of royalties to Alnylam pursuant to this Section 4.1 shall 8.2(d) is also an Isis Extended Field Product, it will not be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of subject to additional royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofunder Section 8.2(c).

Royalties. In consideration for (a) Subject to the rights and license granted under remainder of this AgreementSection 8.06 (Royalties), Licensee shall, subject to shall pay Agios the provisions of Sections 4.2, 4.3 and 4.4 below, pay following royalties to Ipsen based upon on aggregate Net Sales of any given all Licensed Product Products, at an incremental royalty rate determined by aggregate annual Net Sales of all Licensed Products in any given country each calendar year during the Term in the Territory during the Royalty Term applicable to sales Territory: By way of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 example and 4.4 belownot limitation, if Net Sales of all Licensed Products in a calendar year are [**] Dollars (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ $[**]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights), then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be [**]. (Ab) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used Running royalties paid by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to under this Section 4.1 8.06 (Royalties) shall be made paid on a Licensed Product-by-Licensed Product basis and on a countryJurisdiction-by-country basisJurisdiction basis until the latest of (i) the expiration of the last-to-expire Valid Claim in the Agios Patent Rights or Joint Combination Therapy Patent Rights that Covers such Licensed Product in the Field in such Jurisdiction, (ii) expiration of marketing or regulatory exclusivity with respect to such Licensed Product in such Jurisdiction, or (iii) ten (10) years from the First Commercial Sale of such Licensed Product in the Field in such Jurisdiction (each, a “Royalty Term”). Payment Following the expiration of royalties due the Royalty Term with respect to Ipsen a particular Licensed Product in the Field in a Jurisdiction (but not following an earlier termination of this Agreement), the licenses granted by Agios to Licensee pursuant to this Article 4 Section 2.01(a) with respect to such Licensed Product in the Field in such Jurisdiction shall be made perpetual, irrevocable, fully-paid and royalty-free, and Net Sales of such Licensed Product shall no longer be included in the aggregate Net Sales calculation in Section 8.06(a) but shall be included in calculations of Net Sales for the purposes of Section 8.05 (Sales Milestones Payments). (c) Notwithstanding the provisions of Section 8.06(a), on a Jurisdiction-by-Jurisdiction basis, during any period in such Jurisdiction in which (i) the sale of a given Licensed Product would not infringe a Valid Claim of the Agios Patent Rights or a Valid Claim of the Joint Combination Therapy Patent Rights and (ii) there is no marketing or regulatory exclusivity with respect to such Licensed Product in such Jurisdiction, Licensee shall pay royalty rates for sales of such Licensed Product in such Jurisdiction that shall be set at [**] percent ([**]%) of the applicable royalty rate determined in accordance with Section 8.06(a). (d) In the event that Licensee or Agios obtains, after the Effective Date, a license under, or other rights to, Patent Rights or Know-How from any Third Party(ies) that are necessary in order to Commercialize a given Licensed Product in the Field in a given Jurisdiction, [**] percent ([**]%) of any and all royalty payments actually paid directly, or indirectly in accordance with Section 2.06(a), as applicable, under such Third Party licenses by Licensee or its Affiliates for sales of such Licensed Product in the Field in such Jurisdiction in a given calendar quarter shall be creditable against the royalty payments due to Agios by Licensee for sales of such Licensed Product in such Jurisdiction in such calendar quarter. (e) Notwithstanding the provisions of Article 5 hereofSection 8.06(a), on a Jurisdiction-by-Jurisdiction basis, during any period in such Jurisdiction in which (i) the sale of a given Licensed Product would infringe a Valid Claim of the Joint Combination Therapy Patent Rights but not a Valid Claim of the Agios Patent Rights and (ii) there is no marketing or regulatory exclusivity with respect to such Licensed Product in such Jurisdiction, Licensee shall pay royalty rates for sales of such Licensed Product in such Jurisdiction that shall be set at [**] percent ([**]%) of the applicable royalty rate determined in accordance with Section 8.06(a). (f) Notwithstanding the provisions of the above subparts (c), (d) and (e) of this Section, in no event shall the total royalty rate reduction(s) allowable under such subparts with respect to a given Licensed Product in a given Jurisdiction in a given calendar quarter, alone or together, lead to a reduction of more than [**] percent ([**]%) of the applicable royalty rate determined in accordance with Section 8.06(a).

Royalties. 5.1 In consideration of the payments received to date and provided for in Article IV, no additional royalty shall be required for the rights and license granted under this Agreement, Licensee shall, subject use of the Dade Behring Trademark. In addition to the provisions fees provided for in Article IV, Packard will pay to Dade Behring royalties on the sales of Sections 4.2, 4.3 and 4.4 below, pay royalties Licensed Products in an amount equal to Ipsen based upon [* * *] of Net Sales Revenues of any given Licensed Product in any given country in Products. In the Territory during event that Packard licenses patent rights from a Third Party necessary to make, have made, use, or sell, or for [* * *] Indicates information omitted pursuant to a request for confidential treatment and filed separately with the Royalty Term applicable Securities and Exchange Commission pursuant to sales Rule 24b-2 under the Securities Exchange Act of 1934, as amended. its customers to use, the Licensed Products, and Packard agrees, under the terms of such Licensed Product in a license, to pay a royalty to such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rightsa Third Party, then the royalty rate applicable payable to Dade Behring with regard to such Licensed Products shall be reduced by [* * *], up to a maximum [* * *] reduction for Packard's initial aggregate Net Sales Revenues of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable Licensed Products of less than [* * *], and up to sales a maximum [* * *] reduction for Packard's aggregate Net Sales Revenues of such Ipsen MC4 Product in such country Licensed Products of [* * *] or more. Royalties shall be (A) [ due and paid for the term of this Agreement. Excluded from such reductions are royalties due under licenses taken by Packard for [* * *]* if . The aggregate amount of all royalty payments made by Packard under the Ipsen MC4 [ ]* is delivered Sublicense Agreement shall be applied by Ipsen to Licensee pursuant to Dade Behring as a credit against amounts owed by Packard under this Section 2.11.1 within [ ]* after 5.1. 5.2 If the date aggregate royalties accrued under Section 5.1 for any of the MC4 [ ]* calendar years following the first Commercial Sale through the termination of this Agreement, (B) [ inclusive, shall be less than [* * *], then, Packard shall pay to Dade Behring, as agreed minimum royalties for such year, [* if the Ipsen MC4 [ * *]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of less the amount of royalties accrued under Section 5.1 during such year, unless on or prior to January 30 of any year, Packard shall advise Dade Behring in writing that it desires to convert the licenses granted hereunder to perpetual, royalty bearing (as set forth in Section 5.1), non-exclusive licenses, in which event the licenses shall automatically be so converted and this Section 5.2 shall no longer be of any force and effect. Minimum royalties described in this Section 5.2 are due with the fourth quarter due date of royalties according to Section 5.1 of any year. 5.3 All amounts due by Packard to Dade Behring under any provision of this Agreement shall be payable in United States currency by electronic funds transfer (SWIFT) to the account identified immediately below. The obligations to pay shall only be fulfilled on the day on which the relevant amount of money is credited to the aforesaid account. For the conversion of non-US currency into U.S. Dollars with respect to payments due, the average of the official spot selling rates published in the Wall Street Journal on the last business day of each of the months during the period to which the payment of royalties relates and including the Sixty (60) day reporting period thereafter shall apply. If any payment is delayed, the spot selling rate(s) valid on the last business day of the month(s) of the delay shall be added to the average calculation. Packard shall be responsible on its own account for any charges for conversion of currencies and the transfer of funds into the designated Dade Behring account. Dade Behring shall be responsible on its own account for its own corporate income taxes. [* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen * *] Indicates information omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. [* * *] If Packard shall fail to pay any amount specified under this Agreement after the due date thereof, the amount owed shall bear interest at the average discount rate(s) of the One - Month U.S. LIBOR published in the Wall Street Journal on the last business day of the month(s) of the delay plus [* * *] percentage points, from the due date until paid, provided, however, that if this interest rate is held to be unenforceable for any reason, the interest rate shall be the maximum rate allowed by law at the time the payment is due. Any such losses suffered by Dade Behring in terms of less favorable exchange rates as a result of such delayed payments will be refunded by Packard to Dade Behring. 5.4 The Net Sales Revenues of the Licensed Products that are commercially used by Packard and which are conveyed by Packard to any person, firm or corporation, existing now or in the future, controlling, controlled by, or under common control with Packard, or enjoying a special course of dealing with Packard, shall be determined by reference to the Net Sales Revenues which would be applicable under this Section 4.1 in an arm's length transaction for the sale of such Licensed Products by Packard to a Third Party other than such person, firm or corporation. Royalties shall be made fully due and payable to Dade Behring on such Net Sales Revenues. 5.5 Packard shall within [* * *] days after the first day of January, April, July and October of each year during the Term deliver to Dade Behring a true and accurate royalty report as to Packard and its Affiliates. Such reports shall cover the preceding [* * *] calendar months and shall be submitted either (a) on the "Summary Royalty Report", a copy of which is attached hereto as Appendix A, or (b) on a Licensed Product-by-form generated by Packard which duplicates the format of the Summary Royalty Report; and shall include, with separate reporting as to Nucleic Acid Diagnostics, at least the following (and subject to Section 5.4): (i) separately the names of each Licensed Product basis and on a country-by-country basis. Payment Combination Product (as defined in the Sublicense Agreement) commercially used by Packard, and conveyed to Third Parties during those [* * *] months; (ii) the total gross invoice sales of royalties due Products commercially used by Packard and conveyed to Ipsen Third Parties during those [* * *] months; (iii) the total gross invoice sales of Reagents commercially used by Packard and conveyed to Third Parties during those [* * *] months; (iv) separately the total gross invoice sales of such Combination Product commercially used by Packard and conveyed to Third [* * *] Indicates information omitted pursuant to this Article 4 a request for confidential treatment and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Parties during those [* * *] months; (v) the total gross invoice sales of Instruments commercially used by Packard and conveyed to Third Parties during those [* * *] months; (vi) the total gross invoice sales of Consumables and Supplies commercially used by Packard and conveyed to Third Parties during those [* * *] months; (vii) the government imposed taxes which were deducted; (viii) Net Sales Revenues and the calculation of total royalties thereon; and (ix) the calculation of the net royalty payable to Dade Behring for transfer to Dade Behring. If no royalties are due, it shall be so reported. The correctness and completeness of such report shall be attested to in writing by a responsible financial officer for Packard. The royalty reports shall be sent by Packard by the due date to the address stated in Section 11.2. Accompanying each such royalty report as to Packard and its Affiliates, Packard shall pay to Dade Behring the royalty due under this Agreement for the applicable period, including any payments due from Affiliates. 5.6 Packard shall keep (and ensure that its Affiliates shall keep) correct and complete records of account as to Licensed Products containing all information required for the computation and verification of the Net Sales Revenues and of the royalties or other payments to Dade Behring required by way of any other provision under this Agreement. All books and the supporting data shall be open at all reasonable times, for three (3) years following the end of the calendar year to which they pertain (and access shall not be denied thereafter, if records are reasonably available), to the inspection of an independent certified public accountant retained by Dade Behring and reasonably acceptable to Packard for the purpose of verifying Packard's royalty statements and Packard's compliance in other respects with this Agreement. Dade Behring shall limit such inspections to once per calendar year. If in dispute, such records shall be kept until the dispute is settled. The inspection of records shall be at Dade Behring's sole cost and expense, unless the inspector concludes that royalties reported by Packard for the period being audited are understated by [***] or more from actual royalties and at least [***], in which case the costs and expenses of such inspection shall be paid by Packard. The information made available to the independent certified public accountant shall be in accordance with standard auditing practices. The independent certified public accountant may disclose the provisions information specified in Section 5.5, but not the additional information identified in this Section, to Dade Behring. Notwithstanding the preceding sentence, in the event that royalties reported by Packard for the period being audited are, in the opinion of the independent certified public accountant, understated by [* * *] or more from actual royalties and at least [* * *], then Dade Behring shall have the right to obtain access to such additional information identified in this Section (except for identification of Packard's customers). Such access by Dade Behring shall be restricted to the person designated as the financial controller of Dade Behring, and Dade Behring's legal counsel. Subject to Article 5 hereofVIII, such [* * *] Indicates information omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. controller and legal counsel shall ensure that such additional information is not disclosed in whole or part (verbally, by access to documents, or otherwise) to any other persons; and that such information is not used by Dade Behring for any purpose other than the collection of royalties and enforcement of this Agreement. All information disclosed to Dade Behring, and to the independent certified public accountant under this Section shall be protected under Article VIII. All information disclosed to the independent certified public accountant under this Section shall be kept confidential from Dade Behring, except as specifically provided in this Agreement. 5.7 In the event that any action is brought against Packard alleging that the manufacture, use or sale of any Licensed Products or Labels infringes the patent rights or any other rights of a Third Party and such allegation of infringement relates to any Dade Behring Technology, Packard's obligation to remit the royalties set forth in Section 5.2 to Dade Behring with respect to the allegedly infringing Licensed Products shall be suspended, provided that if such action terminates with no finding of infringement and no other adverse finding or adverse effect, then Packard's obligation to remit the royalty payments set forth in Section 5.2 shall be reinstated. No other royalty or other obligation, including royalties due under the Sublicense Agreement, shall be suspended in the event that any action is brought against Packard alleging that the manufacture, use or sale of Licensed Product or Labels infringes the patent rights or any other rights of a Third Party and such allegation of infringement relates to any Dade Behring Technology. 5.8 If, after the end of the third year from the Effective Date, and any subsequent year of this Agreement, Packard's aggregate running royalties, as computed in accordance with Section 5.1 hereof do not exceed [* * *], then on or prior to January 30 of the following year, Dade Behring has the option to terminate or convert the license granted hereunder to a royalty bearing (as set forth in Section 5.1) non-exclusive license and Section 5.2 hereof shall no longer be of any force and effect. Dade Behring may not invoke the option of this Section 5.8 if the failure of Packard to reach such aggregate running sales is attributable to the action or inaction of Dade Behring. Dade Behring may not invoke the option of this Section 5.8 if the failure of Packard to reach such aggregate running sales is attributable to the cessation of sales of Licensed Products due to a pending Third Party patent infringement suit against Packard based upon Packard's manufacture, use or sale of Licensed Products. 5.9 The aggregate amount of all payments made by Packard under the Sublicense Agreement shall be applied by Dade Behring as a credit against amounts owed by Packard under Section 5.1 of this Agreement. [* * *] Indicates information omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Royalties. In consideration 5.1. PBI shall pay royalties for Net Sales of Product by PBI or its sublicensees in the rights and license granted under this Agreementamount of [ * ] of Net Sales, Licensee shallor as otherwise set forth on Exhibit D ("Royalties"), subject to this Article 5. 5.2. Forty-five (45) days after the provisions close of Sections 4.2each quarter, 4.3 and 4.4 below, PBI shall pay royalties to Ipsen based upon the Royalties for Net Sales made the previous quarter by PBI and sixty (60) days after the close of any given Licensed Product in any given country in each quarter, PBI shall pay the Territory during Royalties for Net Sales made the Royalty Term applicable previous quarter by its sublicensees. Accompanying each payment of Royalties, PBI shall transmit to sales of such Licensed Product in such ActiMed a report detailing Net Sales for the quarter by country, which royalties including dates and amounts of sale, and sufficiently detailed to allow ActiMed to calculate Royalties owed. 5.3. PBI shall be equal keep complete and accurate records of all sales and fees subject to [ ]* the royalty obligations of this Article 5. ActiMed shall have the right, at ActiMed's expense, through a certified public accountant or like person, to examine such Net Salesrecords during regular business hours; provided, however, thatthat such examination shall not take place more often than once a year. If such examination reveals an underpayment of Royalties greater than [ * ], subject to PBI shall reimburse ActiMed for the provisions cost of Sections 4.2such examination. 5.4. Beginning at the Product Launch Date for each type of Product, 4.3 and 4.4 belowfor the term of the ActiMed License, PBI shall meet minimum annual sales volumes as set forth in Exhibit D ("Minimum Annual Sales"). Beginning at the end of Year 2, and at the end of each Year thereafter, if the sum of all the annual sales made by PBI and its sublicensees in the preceding two (i2) such Licensed Years is less than the sum of the Minimum Annual Sales for each of the preceding two (2) Years, ActiMed in its sole discretion may notify PBI that the ActiMed License as to that type of Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]henceforth non-exclusive. 8 *, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee Omitted pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofrequest for confidential treatment.

Royalties. In consideration for 4.3.1 Within [*] following the rights and license granted under this Agreement, Licensee shall, subject to the provisions First Commercial Sale of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given a Licensed Product in any given country Jurisdiction, RenalytixAI shall give written notice to ISMMS thereof. 4.3.2 During the applicable Royalty Term, RenalytixAI shall pay to ISMMS royalties equal to the Applicable Royalty Rate times the Net Sales. In accordance with Section 3.1.6 the Applicable Royalty Rate for the Licensed Product that shall be clinically validated by the parties pursuant to a further clinical validation agreement and subject to the Clinical Utility Study described in Section 4.14 is [*]. 4.3.3 If RenalytixAI, its sublicensees or their respective Affiliates is required to pay royalties to any third party in order to exercise its rights hereunder regarding a Licensed Product, then RenalytixAI shall have the Territory during right to credit [*] of such third party royalty payments against the Royalty Term royalties owing to ISMMS under Section 4.3.2 with respect to sales of such Licensed Product; provided, however, that RenalytixAI shall not reduce the amount of such royalties paid to ISMMS by reason of this Section 4.3.3, with respect to sales of such Licensed Product, by more than [*] and further, should application of this this Section 4.3.3 and Section 4.3.4 be applicable with respect to such Sales of such Licensed Product the amount of such royalties paid to ISMMS with respect to sales of such Licensed Product in such countryafter application of both provisions, which royalties shall not be equal to [ reduced by more than [*]* . The parties further agree that any of such Net Sales; provided, however, that, subject to the provisions foregoing consideration does not and shall not take into account the volume or value of Sections 4.2, 4.3 and 4.4 below, if (i) such any business generated between the parties. 4.3.4 If a Licensed Product is an Ipsen MC4 sold in the form of a combination product or service containing one or more components (which may be a product or service) that itself is a Licensed Product that utilizes the Ipsen MC4 [ ]*and one or more other components that, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* were they not combined with such other components, is Covered by Ipsen MC4 [ ]* Patent Rightsnot a Licensed Product, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in combination shall be adjusted by multiplying the Territory during the Royalty Term applicable to sales Net Sales of such Ipsen MC4 Product in combination by the fraction A/(A+B), where A is the weighted average gross invoiced price of the Licensed Products components of such country combination, if sold separately, and B is the weighted average gross invoiced price of the other component(s) of such combination, if sold separately. If such other component(s) of such combination is not sold separately, then Net Sales of such combination shall be (adjusted by multiplying the Net Sales of such combination by the fraction A) [ ]* if /C, where A is the Ipsen MC4 [ ]* weighted average invoiced price of such Licensed Products components of such combination, and C is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date weighted average invoiced price of such combination. If such Licensed Products components of such combination are not sold separately, then the parties shall discuss an appropriate allocation for the fair market value of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment the other components with which the Licensed Product is combined to mutually determine Net Sales relative contribution of royalties due each other component and the Licensed Product to Ipsen pursuant such combination and the relative value to this Article 4 shall be made in accordance with the provisions end user of Article 5 hereofeach component and the Licensed Product relative to each other.

Royalties. In 4.1 For the rights, privileges and license(s) granted hereunder, during the effective term of the patents upon which Patent Rights are based, or until this Agreement shall be sooner terminated as herein otherwise provided, LICENSEE shall pay RESEARCH FOUNDATION: (a) royalties (hereinafter “Running Royalties”) equal to [***] percent ([***]%) of Gross Sales of the Licensed Product made, used, leased or sold by or for LICENSEE and it’s sublicensees, provided (1) that if it is necessary for LICENSEE to acquire one or more royalty-bearing licenses from third parties in order to fully exercise the rights granted by RESEARCH FOUNDATION hereunder, or in the event that LICENSEE shall sell or lease product(s) (hereinafter “Combination Product(sr) consisting of a Licensed Product and one or more additional active ingredients which must be purchased outright by LICENSEE for use in the composition of such Combination Product, then in either such event, LICENSEE shall be entitled to credit against the royalty payments due RESEARCH FOUNDATION hereunder cumulative amounts equal to royalties and/or the price actually paid to third parties on such account(s), up to a maximum of [***] percent ([***]%) of the amounts due RESEARCH FOUNDATION on account of royalties as herein otherwise provided; and further provided (2) that in the event that LICENSEE shall sell or lease any product(s) (hereinafter “Cross-Licensed Products”) pursuant to rights obtained in exchange for rights to Licensed Products or the Technology, LICENSEE shall be obligated to pay RESEARCH FOUNDATION Running Royalties and License Fees on such cross-licensed products as herein otherwise provided, on the same basis as it shall be obligated to pay such amounts on Licensed Products; and (b) license fees (hereinafter “License Fees”) equal to [***] percent ([***]%) of anything of value other than sublicensee royalties, received by LICENSEE as consideration for the rights use of the Technology. Specifically excluded from characterization and license granted treatment as License Fees, for purposes of this paragraph 4.1 (b), are sublicensee royalties analogous to LICENSEE’S Running Royalties under this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 Agreement (whether commensurate or otherwise) and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of amounts received as advances on future or forthcoming royalties; further excluded from such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 characterization and 4.4 below, if treatment are (i) such Licensed Product payments for which LICENSEE is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*obligated to perform technical, research or development services, (ii) sales of one hundred per cent (100%) of the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 common stock of LICENSEE, and (iii) sales of some lesser percentage of the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rightscommon stock of LICENSEE, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales nature of such Ipsen MC4 Product investments in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofLICENSEE.

Royalties. In 9.1 During the term of this Agreement, the Licensee agrees to pay to the Licensor a royalty of (i) four Percent (4%) of Licensee's gross selling price with respect to each Licensed Product, parts therefor or manuals relating thereto sold by the Licensee, up to Five Million Dollars ($5,000,000.00) annually, and (ii) two percent (2%) of such gross selling price in excess of Five Million Dollars ($5,000,000.00) annually, provided however, that no royalty payment shall be paid or required with respect to Licensed Products, parts or manuals sold by Licensee to Licensor. 9.2 The Licensee agrees to pay to the Licensor a minimum royalty with respect to each year during the term of this Agreement as follows: 9.2.1 No minimum royalty shall be due with respect to the first year of the term of this Agreement; 9.2.2 The amount of Twenty-Five Thousand Dollars ($25,000) shall be due and payable as a minimum annual royalty; and, unless the percentage royalties above shall exceed such amount, shall be paid on the tenth day following the second year of this Agreement; and 9.2.3 The amount of Fifty Thousand Dollars ($50,000) shall be due and payable as a minimum annual royalty, and, unless the percentage royalties above shall exceed such amount, shall be paid on the tenth day following the third and each successive year of this Agreement. 9.2.4 The minimum annual royalty shall only be due and payable if and to the extent that the percentage royalties provided under this Agreement do not equal the applicable minimum annual royalty due hereunder. 9.3 Subject to payment of the minimum royalty set forth in Section 9.2 above, the Licensor's right to receive payment of the royalty shall accrue when such Licensed Product, or part or manual therefor, shall have been shipped by the Licensee and payment or other consideration for is received therefor. 9.4 For the rights and license granted purpose of computing royalties under this Agreement, Licensee's "gross selling price" shall be (1) Licensee's gross invoice price, without deductions, for Licensed Products and parts and manuals therefor as packed for shipment, exclusive of transportation costs, taxes, duties and other miscellaneous changes paid by the Licensee, regardless of whether subsequently reimbursed by the customer. 9.5 In addition to the royalties provided for above, the Licensee shall, subject upon execution of this Agreement, receive from the Licensor one hundred thousand (100,000) shares of the common stock of the Licensee and, further, upon the commencement of sales of the Licensed Product by the Licensee, the Licensee shall issue and deliver to the provisions Licensor shares of Sections 4.2, 4.3 and 4.4 below, pay royalties 8 common stock of the Licensee with a value upon issuance of One Hundred Thousand (100,000). The shares of common stock of the License to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject transferred to the provisions Licensor hereunder shall, upon delivery to the Licensor, be fully paid and non-assessable. The Licensee has a single class of Sections 4.2authorized and issued capital stock, 4.3 being the common stock described herein. Excepting the common stock, and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant warrants and options to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date purchase or acquire common stock of the MC4 [ ]* AgreementLicensee, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date there are no other securities, classes of capital stock, rights or preferences of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* existing or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofoutstanding.

Royalties. In consideration for 4.1 For the rights rights, privileges and license granted hereunder, LICENSEE shall pay royalties to M.I.T. in the manner hereinafter provided to the end of the term of the Patent Rights or until this Agreement shall be terminated as hereinafter provided: (a) License Issue Fee of [***], which said License Issue Fee shall be deemed earned and due thirty days after the execution of this Agreement. (b) License Maintenance Fees of [***]per year payable on [***]and on January 1 of each year thereafter until the [***]. Following the submission of such [***], the License Maintenance Fees shall be [***] per year beginning January 1 of the year following the submission. However, beginning [***], the License Maintenance Fees shall be [***] per year [***] has been submitted by LICENSEE. The License Maintenance Fee for a given year shall be fully creditable against any Running Royalties subsequently due. (c) A one-time Milestone Fee of [***] payable within ninety (90) days after LICENSEE receives approval to [***] on a Licensed Product based upon its [***]. (d) Running Royalties in an amount equal to [***] of the Net Sales of Licensed Products and Licensed Processes used, leased or sold by and/or for LICENSEE which are covered [***] of the Patent Rights in any country in which the Licensed Products and/or Licensed Processes are made, used, leased or sold; and Running Royalties in an amount equal to [***] of the Net Sales of Licensed Products and Licensed Processes used, leased or sold by and/or for LICENSFF which are covered [***] of the Patent Rights in any country in which the Licensed Products and/or Licensed Processes are made, used, leased or sold. The provisions of this paragraph shall not apply to any Licensed Products leased or sold by LICENSEE or its sublicensees for use as research reagents. (e) Running Royalties in an amount equal to [***] of the Net Sales price of Licensed Products sold by or for LICENSER, or its sublicensees for use as research reagents. (f) [***] of any payments made to LICENSEE for sublicensing of the Patent Rights and/or Tangible Property. This subparagraph 4.1(f) shall not apply, however, to royalties paid to LICENSEE by sublicensee(s) on the Net Sales of Licensed Products sold by sublicensee(s) for use as research reagents, which shall fall under subparagraph 4.1(e) above. 4.2 The License Issue Fee, Milestone Fee and all License Maintenance Fees shall be cumulatively creditable against Running Royalties. 4.3 All patent costs incurred prior to July 1, 1991 and reimbursed by LICENSEE under Article VI shall be creditable against Running Royalties except for Running royalties on research reagents. [***] of patent costs incurred after July 1, 1991 shall be creditable against Running Royalties except for Running Royalties on research reagents. 4.4 The definitions of Paragraphs 1.3 and 1.4 notwithstanding, after [***] Running Royalties shall be due on the Net Sales of a Licensed Product only if the Licensed Product is covered [***]. 4.5 LICENSEE shall be entitled to credit [***] of the royalties paid to third parties for the use, lease or sale of a Licensed Product or Licensed Process by LICENSEE against the Running Royalties for that Licensed Product or Licensed Process due under subparagraph 4.1(d) above; provided, however that the amount credited shall not reduce the Running Royalty paid below [***] for the Licensed Product or Licensed Process covered [***], and [***] if the Licensed Product or Licensed Process is covered [***]. 4.6 In no instance shall the amount paid to M.I.T. in total in a given year be less than the License Maintenance Fee for that year. 4.7 All payments due hereunder shall be paid in full, without deduction of taxes or other fees which may be imposed by any government and which shall be paid by LICENSEE. 4.8 No multiple royalties shall be payable because any Licensed Product, its manufacture, use, lease or sale are or shall be covered by more than one patent application or patent licensed under this Agreement. 4.9 Royalty payments shall be paid in United States dollars in Cambridge, Licensee shallMassachusetts, subject to or at such other place as M.I.T. may reasonably designate consistent with the provisions of Sections 4.2, 4.3 laws and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product regulations controlling in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such foreign country, which royalties . If any currency conversion shall be equal to [ ]* of such Net Sales; provided, however, that, subject to required in connection wish the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount payment of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933hereunder, AS AMENDED. due Ipsen pursuant to this Section 4.1 such conversion shall be made by using the exchange rate prevailing at the Chase Manhattan Bank (N.A.) on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment the last business day of royalties due the calendar quarterly reporting period to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofwhich such royalty payments relate.

Royalties. (a) In consideration for the rights and license granted to LICENSEE under this AgreementSection 3.1(b), Licensee LICENSEE, on a Product-by-Product and country-by-country basis shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable for such Product, pay to AGTC a royalty on Net Sales of (a) [***] plus (b) all royalties, if any, payable to the Existing Licensors pursuant to the Existing License Agreements as a result of Net Sales hereunder; provided that, in any case, the royalties due hereunder shall not exceed [***] of Net Sales. Confidential (b) Following expiration of the Royalty Term for any Product in a country, no further royalties shall be payable in respect of sales of such Licensed Product in such countrycountry and, which royalties shall be equal thereafter the license granted to [ ]* of LICENSEE under Section 3.1(b) with respect to such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be a fully paid-up, perpetual, exclusive, irrevocable, royalty-free license. (Ac) [ ]* if Any obligation to pay royalties under this Agreement shall be imposed only once with respect to any sale of any Product. (d) Subject to the Ipsen MC4 [ ]* is delivered provisions of Section 5.4(a), AGTC shall be solely responsible for all obligations (including any royalty or other obligations that relate to the [***] Manufacturing Technology) under the Existing License Agreements and any other agreements with Third Parties that are in effect as of the Effective Date. Solely to the extent that LICENSEE elects to take a sublicense under Section 8.7(b)(i) under any license to Third Party IP Rights that AGTC or any of its Affiliates enters into during the Term, LICENSEE shall be responsible for any payment obligations under the applicable AGTC Third Party Agreements arising out of the Development, Manufacture, Commercialization or use of any Product, provided that any upfront payments under such AGTC Third Party Agreements shall be allocated equitably by Ipsen AGTC in good faith and proportionately among the applicable Products and other relevant programs of AGTC and its Affiliates. AGTC shall be solely responsible for all other obligations under any such AGTC Third Party Agreements. Notwithstanding anything to Licensee the contrary, in the event that LICENSEE obtains a direct license from any licensor under an AGTC Third Party Agreement upon termination of such AGTC Third Party Agreement pursuant to Section 2.11.1 within [ ]* after the date 13.6, then, if AGTC had been paying all amounts due under such AGTC Third Party Agreement prior to such termination, any payments otherwise payable to AGTC under Section 5.4(a) with respect to a Product shall be reduced by [***] of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen payments paid to Licensee Third Parties pursuant to Section 2.11.1 at any time after such Third Party licenses arising out of and directly attributable to the [ ]* following the date Development, Manufacture, Commercialization or use of the MC4 [ ]* Agreement and such Ipsen MC4 Product without any limitation described in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof5.4.

Royalties. (a) In consideration for of our copyright ownership set forth herein, any rights licensed to us herein, our right to use your name, likeness and biographical materials as provided herein, and the rights other agreements, representations and license granted under this Agreementwarranties contained herein, Licensee shallon Net Sales of Phonograph Records embodying Masters, subject we shall pay to you a royalty computed by multiplying the Royalty Base Price, less the deductions hereafter provided, by the applicable royalty rate set forth below: (i) On Phonograph Records sold in the United States the royalty rate shall be: (1) Thirteen percent (13%) on Albums; (2) The royalty rate pursuant to subparagraph 9(a)(i)(A)(1) above on Net Sales through Normal Retail Distribution Channels in the United States ("Qualifying Sales) of a particular Required Album embodying solely newly-recorded Masters in the form of Conventional cassette tapes and Compact Discs ("Qualifying Album") which exceed five hundred thousand (500,000) units, but which do not exceed one million (1,000,000) units, shall be the royalty rate set forth in that subparagraph, plus one-half percent (.50%). The royalty rate pursuant to subparagraph 9(a)(i)(A)(1) above on Qualifying Sales of a particular Qualifying Album in the United States which exceed one million (1,000,000) units shall be the royalty rate set forth in that subparagraph (without regard to the operation of the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country this subparagraph 9(a)(i)(A)(2)) plus one percent (1%). Any increases in the Territory during royalty rate set forth in subparagraph 9(a)(i)(A) (1) above resulting from the Royalty Term applicable operation of the provisions of this subparagraph 9(a)(i)(A)(2) shall be disregarded for the purpose of computing any other royalty rates pursuant to this paragraph 9 which apply to sales of such Licensed Product Records outside the United States or which are a percentage of or otherwise based upon the royalty rate set forth in such country, which royalties shall be equal to [ ]* of such Net Salessubparagraph 9(a)(i)(A)(1) above; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if and (iB) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, Ten percent (10%) on Singles; (ii) On Phonograph Records sold in Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Holland, Italy, Japan, New Zealand, Norway, Portugal, Spain, Sweden, Switzerland, or the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 United Kingdom, the royalty rate shall be: (A) Nine percent (9%) on Albums; and (B) Seven and one-half percent (7.50%) on Singles; (iii) On Phonograph Records sold outside the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent RightsUnited States and those countries set forth in subparagraph 9(a)(ii) above, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be be: (A) [ ]* if Seven and twenty one-hundredths percent (7.20%) on Albums; and (B) Six percent (6%) on Singles; (b) Notwithstanding the Ipsen MC4 [ ]* foregoing: (A) On Phonograph Records sold through a direct mail or mail order distribution method (including without limitation through so-called "record clubs"), or through any combination of the foregoing, the royalty rate shall be one-half(1/2) of the otherwise applicable royalty rate, but in no event shall your royalty in respect of those sales exceed an amount equal to fifty percent (50%) of the Net Receipts from the sale of those Phonograph Records (whether or not sold by an affiliate of ours); (B) On Phonograph Records sold through retail stores in connection with special radio or television advertisements (sometimes referred to as "key outlet marketing") ("Key Outlet Campaign") whether alone or in combination with any direct mail or mail order distribution method, the royalty rate shall be one hundred percent (100%) of the otherwise applicable royalty rate and notwithstanding anything to the contrary herein, we shall have the right to recoup fifty percent (50%) of any and all of the costs paid or incurred by us or our licensees in respect of such Key Outlet Campaigns from any and all royalties earned by you under this Contract; (ii) On Phonograph Records sold for use as premiums or in connection with the sale, advertising, or promotion of any other product or service, the royalty rate shall be one-half (1/2) of the otherwise applicable royalty rate and the Royalty Base Price of those Phonograph Records shall be deemed to be an amount equal to the monies actually received by us from the sale of those Phonograph Records, unless manufactured and sold by an affiliate or licensee of ours, in which event the Royalty Base Price shall be deemed to be the price used by that affiliate or licensee in accounting to us; (A) On Mid-Price Records the royalty rate shall be two-thirds (2/3) of the otherwise applicable royalty rate, and on Budget Records the royalty rate shall be one-half (1/2) of the otherwise applicable royalty rate; (B) Notwithstanding the foregoing, we shall not, during the Term without your prior written consent, reduce the royalty rate specified in subparagraph 9(a)(i) above payable to you hereunder on Net Sales through Normal Retail Distribution Channels in the United States of any Required Album solely because we sell that Required Album as a Mid-Price Record in the United States prior to the date that is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* twelve (12) months after the date of the MC4 [ ]* Agreementinitial release through Normal Retail Distribution Channels in the United States of that Required Album. Further, we shall not, during the Term without your prior written consent, reduce the royalty rate specified in subparagraph 9(a)(i) above payable to you hereunder on Net Sales through Normal Retail Distribution Channels in the United States of any Required Album solely because we sell that Required Album as a Budget Record in the United States prior to the date that is eighteen (B18) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time months after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product initial release through Normal Retail Distribution Channels in a formulation consisting the United States of that Required Album; (iv) On Phonograph Records sold to the United States Government, its subdivisions, departments or agencies (including Phonograph Records sold for resale through military facilities) or to educational institutions or libraries, the royalty rate shall be one-half (1/2) of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or otherwise applicable royalty rate; (Cv) [ ]* if neither On Long-Play Singles, the royalty rate shall be one half (1/2) of the foregoing clauses otherwise applicable royalty rate for Albums, and on EPs the royalty rate shall be two-thirds (2/3) of the otherwise applicable royalty rate for Albums; (vi) On Multiple Albums, the royalty rate shall be the lesser of: (A) the otherwise applicable royalty rate and (B) is applicable. For purposes of clarificationthe otherwise applicable royalty rate multiplied by a fraction, the determination numerator of which is the Royalty Base Price of the amount Multiple Album and the denominator of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933which is the product of the Royalty Base Price of a top-line single-disc Album in the configuration in question and the number of discs contained in the Multiple Album; (vii) On Phonograph Records in the form of Digital Records the royalty rate shall be: (A) Eighty percent (80%) of the otherwise applicable royalty rate for all Digital Records other than Compact Discs; (B) One hundred percent (100%) of the otherwise applicable royalty rate on Compact Discs; (viii) On Masters licensed by us to others for their manufacture and sale of Phonograph Records or for any other uses (other than those for which a royalty is payable in accordance with subparagraph (ix)(B) below), AS AMENDED. due Ipsen pursuant to this Section 4.1 your royalty shall be made on a Licensed Productan amount equal to fifty percent (50%) of our Net Receipts from the sale of those Phonograph Records or from those other uses of the Masters; (ix) On Audio-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 Visual Recordings embodying your performances, your royalty shall be made as follows: (A) On Audio-Visual Records your royalty shall be computed in accordance with the provisions of Article 5 hereof.this paragraph 9 applicable to Albums, except on sales of Audio-Visual Records in the United States the royalty rate pursuant to subparagraph 9(a)(i) above shall be deemed to be twenty percent (20%) and on sales of Audio-Visual Records outside of the United States the royalty rate pursuant to subparagraphs 9(a)(ii) and 9(a)(iii) above shall be deemed to be fifteen percent (15%). Notwithstanding anything to the contrary contained herein, the royalty payable to you pursuant to this subparagraph (ix)(A) on the exploitation of Audio-Visual Recordings in the United States or Canada shall be inclusive of any royalties or other monies required to be paid or incurred by us (or otherwise deducted from monies payable to us) to any person, firm or corporation for the synchronization, reproduction and/or public performance of any Selection in the Audio-Visual Recording in question and, without limiting any of our other rights or remedies hereunder or otherwise, we shall have the right to deduct from the royalty payable to you pursuant to this subparagraph (ix)(A) an amount equal to those sums required to be paid to any person, firm or corporation in connection therewith; (B) On Audio-Visual Records manufactured and sold by a non-affiliated licensee of ours, however, in the United States or elsewhere, your royalty shall be an amount equal to fifty percent (50%) of our Net Receipts from the sale of those Audio-Visual Records (rather than the royalty computed in accordance with the immediately preceding subparagraph (A)); (C) Notwithstanding anything to the contrary contained herein, the exploitation of Audio-Visual Recordings by means of any so-called "video jukebox" shall be deemed to be non-royalty bearing and promotional in nature for all purposes of this Contract; and (D) On Mid-Price Audio-Visual Records the royalty rate shall be two-thirds (2/3) of the otherwise applicable royalty rate, and on Budget Audio-Visual Records the royalty rate shall be one-half (1/2) of the otherwise applicable royalty rate; (x) On New Records your royalty shall be the lesser of the following: (A) Seventy-five percent (75%) of the otherwise applicable royalty rate applied to the Royalty Base Price of the New Record concerned; (B) An amount equal to the product of (1) our Net Receipts from the exploitation of those New Records, and (2) the otherwise applicable royalty rate; and (C) Notwithstanding the foregoing, promptly after our receipt during the Term of your written request therefor (which request shall not be made prior to the date that is three (3) years after the initial commercial release of a Required Album hereunder in a particular configuration of a New Record through Normal Retail Distribution Channels in the United States and shall not be made more than once at any time with respect to a particular configuration of a New Record), we shall consider in good faith (based on our then-current general policies) your request that you and we-renegotiate the percentage of the otherwise applicable royalty rate (as opposed to the method of calculating the royalty) for sales of New Records in that particular configuration hereunder. Pending our determination, the percentage of the otherwise applicable royalty rate for sales of New Records in that particular configuration shall be the percentage of the otherwise applicable royalty rate set forth in subparagraphs 9(b)(x)(A) or (B) above and we shall continue to have the right to manufacture and distribute those New Records. Further, we shall have no obligation to consider any request made by you that the percentage of the otherwise applicable royalty rate for sales of New Records in any configuration exceed one hundred percent (100%) of the otherwise applicable royalty rate hereunder; (c) Notwithstanding the foregoing: (i) No royalties shall be payable on Phonograph Records furnished as free or bonus Phonograph Records to members, applicants, or other participants in any record club or other direct mail distribution method; on Phonograph Records distributed for promotional purposes to radio stations, television stations or networks, record reviewers, or other customary recipients of promotional Phonograph Records; on so-called "promotional sampler" Phonograph Records; on Phonograph Records sold as scrap or as "cut-outs"; or on Phonograph Records (whether or not intended for sale by the recipient) furnished on a no-charge or free basis (such as, but not limited to, Phonograph Records commonly described in the record industry as "free goods" or "freebies") or sold at less than fifty percent (50%) of their regular wholesale price to distributors, subdistributors, dealers, or others, whether or not the recipients thereof are affiliated with us. We shall not distribute Phonograph Records embodying solely Masters in the United States at no-charge for sale by the recipient thereof other than in accordance with our then-current general policy applicable at the time of our distribution of those Records which, in the United States on the date of this Contract is the distribution of the following Phonograph Records at no charge intended for sale by the recipient thereof (1) on a regular basis, as follows: Fifteen

Royalties. In consideration 6.1 LICENSEE shall to pay to REGENTS a minimum annual royalty of twenty five thousand dollars ($25,000) on or before January 1 of each calendar year beginning with the first full calendar year after a first commercial sale is made. The minimum annual royalty shall be creditable against royalties due pursuant to Article 6.2 on NET SALES occurring in that calendar year. 6.2 LICENSEE will pay to REGENTS a royalty in an amount equal to a percentage of NET SALES of LICENSED PRODUCTS and/or LICENSED METHODS sold by LICENSEE or its AFFILIATES, and the parties agree that such percentage shall be between [*] percent ([*]%), depending on the particular LICENSED PRODUCT or LICENSED METHOD sold. LICENSEE and REGENTS agree to commence good faith negotiations on a product-by-product basis to establish the specific royalty rate to be used to determine royalties, which rate shall be within the range of [*] percent ([*]%), for a particular LICENSED PRODUCT or LICENSED METHOD within thirty (30) days after LICENSEE (or its AFFILIATE) files with the rights Food and license granted under this AgreementDrug Administration an investigative new drug (an “IND”) application on that LICENSED PRODUCT or LICENSED METHOD. LICENSEE shall notify REGENTS in writing pursuant to Article 22 (“Notices”) when such an IND application is filed. (a) LICENSEE shall pay to REGENTS a milestone payment of [*] dollars ($[*]) upon completion of Phase II clinical trials for each LICENSED PRODUCT. (b) For each LICENSED PRODUCT, Licensee shallLICENSEE shall pay to REGENTS a milestone payment upon the filing of the first NDA covering such LICENSED PRODUCT, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if following amount: (i) such Licensed Product is an Ipsen MC4 Product that utilizes if LICENSEE makes the Ipsen MC4 [ NDA filing itself, the milestone payment shall be [*] dollars ($[*]*, ); (ii) if a sublicensee of LICENSEE makes the Ipsen MC4 [ NDA filing, the milestone payment shall be an amount equal to [*] percent ([*]* was accepted in writing %) of consideration received by Licensee pursuant LICENSEE from such sublicensee based on such NDA filing by such sublicensee, or [*] dollars ($[*]), whichever is greater. 6.4 In the event that LICENSEE licenses additional patents from third parties which are required to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rightsmake, have made, use, sell, offer for sale or import a particular LICENSED PRODUCT and/or to practice a particular LICENSED METHOD, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country LICENSEE shall be entitled to reduce LICENSEE’s royalty payments for that LICENSED PRODUCT or LICENSED METHOD to REGENTS hereunder by fifty percent (A50%) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of such royalty payments paid by LICENSEE to such third parties; provided that the reduction for any given year does not reduce the royalties * CONFIDENTIAL TREATMENT REQUESTEDpaid to REGENTS by more than fifty percent (50%). 6.5 LICENSEE will make all payments under this AGREEMENT by check payable to “The Regents of the University of California” and forward it to REGENTS at the address shown in Article 22 (Notices). 6.6 In the event that any patent or any claim thereof included within REGENTS’ PATENT RIGHTS expires, is abandoned or is held invalid in a final decision by a court of competent jurisdiction, not subject to further appeal, all obligation to pay royalties for LICENSED PRODUCT(S) based on, covered by, or made using such patent or claims or any claims patentably indistinct therefrom will cease as of the date of such expiration or final decision. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933LICENSEE will not, AS AMENDED. due Ipsen however, be relieved from paying any royalties for LICENSED PRODUCT(S) that accrued before such expiration or decision or that are based on another VALID CLAIM of an unexpired patent within REGENTS’ PATENT RIGHTS involved in such decision. 6.7 Only one payment pursuant to any provision in this Section 4.1 Article 6 shall be made payable to REGENTS on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment any LICENSED PRODUCT or LICENSED METHOD regardless of royalties due to Ipsen pursuant to this Article 4 shall be made the number of claims (or patents) in accordance with the provisions of Article 5 hereofREGENTS’ PATENT RIGHTS covering such LICENSED PRODUCT or LICENSED METHOD.

Royalties. (1) Subject to reduction pursuant to subsection 3.B(2), and subject to subsections 3.B(3), (4) and (5) below, Licensee shall pay a royalty to ARCH during the term of this Agreement equal to * of Net Sales by Licensee or any Affiliate or Sublicensee of Licensed Products within the scope of a Valid Claim in the country of manufacture or sale. (2) In consideration the event that Licensee enters into a license agreement with any third party with respect to intellectual property rights which are necessary or useful for Licensee’s practice of the rights Licensed Patents or the manufacture, use, import and/or sale of any Licensed Product, Licensee may offset any payments made in accordance with such license agreements against any amounts owed Licensor pursuant to Paragraph 3B herein, on a country-by-country basis, up to a maximum of * of the amounts due under Paragraph 3B. Any such amounts which are not offset in any quarter may be carried forward until applied. *The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and license granted Exchange Commission (3) No Royalties shall be due on Licensed Products distributed for use at cost or less in research and/or development, in clinical trials or as promotional samples. (4) No more than one Royalty payment shall be due with respect to a sale of a particular Licensed Product. No multiple Royalties shall be payable because any Licensed Product, or its manufacture, sale or use is covered by more than one Valid Claim. It is understood and agreed that Licensee’s total Royalty obligation under this Agreement and the Joint Agreement shall not exceed a cumulative total of * of Net Sales (as defined in such Agreements), and that any Royalties paid under the Joint Agreement shall be fully creditable against any royalties due to ARCH under this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties . (5) Royalties due under this Paragraph 3.B shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made payable on a country-by-country and Licensed Product-by-Licensed Product basis and on until the expiration of the last-to-expire issued Valid Claim covering such Licensed Product in such country, or if no such patent has issued in a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made , until there are no remaining pending Valid Claims covering such Licensed Product in accordance with the provisions of Article 5 hereofsuch country.

Royalties. In (a) As consideration for the license and rights and license granted under this Agreement, Licensee shall, subject agrees to the provisions pay to Licensor an earned royalty equal to one hundred percent (100%) of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensee’s Gross Margin for all Licensed Product in any given country Products sold by Licensee in the Territory during the Royalty Term applicable and any Sell-off Period, as applicable. An example demonstrating the method of calculating the Licensee’s Gross Margin for the Licensed Products is attached hereto as Exhibit B; provided that the Parties acknowledge and agree that the Licensee’s Gross Margin for each Licensed Product will be calculated on a case-by-case basis according the specific Net Selling Price and Cost of Manufacturing for each such Licensed Product, as agreed upon between the Parties from time to time. (b) Beginning with the first sale of a Licensed Product, Licensee will submit to Licensor a written royalty report within 45 days after the end of each calendar quarter (March 31, June 30, September 30, December 31). Licensee shall submit this report even if it makes no sales of such the Licensed Product Products during the reporting period. This report will be in such countrya form mutually agreed upon by the Parties and will include, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if at a minimum: (i) such the quantity of Licensed Product is an Ipsen MC4 Product that utilizes Products sold during the Ipsen MC4 [ ]*quarter, segregated by product; (ii) the Ipsen MC4 [ ]* was accepted in writing Net Sales from sales of Licensed Products during the quarter, segregated by Licensee pursuant to Section 2.11.1 and product; (iii) the Ipsen MC4 [ ]* is Covered itemized deductions permitted by Ipsen MC4 [ ]* Patent Rights, then Section 1.22 above; (iv) the royalty rate applicable to Net Sales Licensee’s Cost of such Ipsen MC4 Product in any given country in the Territory Manufacturing during the Royalty Term reporting period; and (v) the amount of the Licensor’s earned royalty, if any, for the reporting period. (c) Concurrent with the delivery of the applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee quarterly royalty report pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement3.2(b) above, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties pay all amounts due to Ipsen Licensor pursuant to this Article 4 shall 3 for such calendar quarter. All payments by one Party to the other Party hereunder will be made in accordance with U.S. dollars by cash, check or wire transfer of immediately available funds to an account designated by the provisions other Party. Amounts past due under this Agreement will accrue a late charge of Article 5 hereofone and one-half percent (1.5%) per month from the due date until paid.

Royalties. In Section 6.1 As consideration for the rights and license granted under this AgreementAGREEMENT, Licensee shallLICENSEE shall pay to LICENSOR *** of any services, subject including but not limited to drug screening, drug discovery, drug target discovery, diagnostics, and genomics services. LICENSEE shall also pay to LICENSOR an earned royalty on the LICENSEE’s NET SALES of human therapeutics ***. Earned royalties shall accrue in each country with respect to NET SALES in that country for the duration of PATENT RIGHTS in that country. LICENSEE shall pay all royalties accruing to LICENSOR in U.S. Dollars within forty-five (45) days following the calendar quarter in which NET SALES occur. The parties recognize and agree that, in order to develop and commercialize LICENSED PRODUCTS and LICENSED METHODS, or services utilizing LICENSED PRODUCTS or LICENSED METHODS in the FIELD OF USE, it may be necessary or desirable for LICENSEE and/or its LICENSEES to make use of and/or incorporate multiple elements of intellectual property from multiple sources. LICENSEE and/or its SUBLICENSEES shall determine, in their sole judgment, which elements of intellectual property are necessary and/or desirable for the development and/or commercialization of the licensed PATENT RIGHTS. In the event that any LICENSED PRODUCTS or LICENSED METHODS, or services provided utilizing LICENSED PRODUCTS or LICENSED METHODS, which are marketed by or through LICENSEE, incorporate or utilize technology licensed from one or more third parties, then LICENSEE shall make a good faith determination of the relative values (as percentages adding up to 100%) of the various licensed technologies to the provisions of Sections 4.2resulting LICENSED PRODUCTS, 4.3 LICENSED METHODS or services, as applicable, and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales shall promptly notify LICENSOR of such Licensed Product in determination. Upon such countrydetermination, which royalties the royalty payable to LICENSOR pursuant to this Section 6.1 shall be equal to [ ]* based on the portion of such Net Sales; provided, however, that, subject LICENSEE’S NET SALES that corresponds to the provisions of Sections 4.2percentage value assigned to the LICENSOR’S PATENT RIGHTS, 4.3 and 4.4 belowmultiplied by the applicable royalty rate as set forth in this Section 6.1. For example, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]applicable royalty rate for a specified period were ***, and LICENSEE achieved NET SALES of $1,000,000 with respect to such period, and LICENSEE had determined in good faith that the relative value to the LICENSED PRODUCTS sold to generate such NET SALES of various technologies licensed by LICENSEE were as follows: (iia) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and value of PATENT RIGHTS licensed from LICENSOR: 60% (iiib) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rightsvalue of technologies licensed from other parties: 40%, then the royalty rate applicable payable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee LICENSOR pursuant to this Section 2.11.1 within [ ]* after 6.1 would be determined by multiplying the date NET SALES for the period in question ($1,000,000) by the percentage value to the LICENSED PRODUCT of the MC4 [ ]licensed PATENT RIGHTS (60%), and then multiplying the resulting product by the applicable ***. As a result, the royalty payable to LICENSOR with respect to LICENSOR’S NET SALES with respect to such period would be: ($1,000,000 x .60) x *** Agreement= $***. In the event that LICENSOR believes that LICENSEE’S determination of the relative values of various licensed technologies to the LICENSED PRODUCTS or LICENSED METHODS in question was not made in good faith, (B) [ ]* if then it may dispute such determination, and such dispute will be resolved in accordance with the Ipsen MC4 [ ]* is delivered by Ipsen dispute resolution procedure set forth in Article 28 below. Section 6.2 Commencing with the first calendar quarter to Licensee pursuant to Section 2.11.1 at any time after the [ ]* occur following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting first occurrence of NET SALES pertaining to NEPs, GRPs, NCSCs, or APCs (U-2383, U-2536, U-3184, or U-3275), LICENSEE shall pay to LICENSOR within forty-five (45) days of the Ipsen MC4 [ ]end of said quarter a minimum annual royalty *** is used by Licensee in [ ]* or (C) [ ]* if neither LICENSEE shall continue to pay such minimum annual royalty until the end of the foregoing clauses term of the last to expire of LICENSOR’S PATENT RIGHTS. LICENSOR shall fully credit each payment of minimum annual royalties against any earned royalties payable by LICENSEE with respect to the year for which the minimum annual royalty is made (A) being the year commencing with the calendar quarter ending prior to the calendar quarter in which the minimum annual royalty is payable). Section 6.3 If any patent or any claim thereof included within LICENSOR’S PATENT RIGHTS shall be found invalid by a court of competent jurisdiction and (B) is applicablelast resort, from which decision no appeal may be taken, LICENSEE’S obligation to pay LICENSOR royalties based on such patent or claim or any claim patentably indistinct there from shall cease as of the date of such decision. For purposes LICENSEE shall not, however, be relieved from paying LICENSOR any royalties, fees, expenses, or other liabilities that accrued prior to the date of such decision or that are based on any of LICENSOR’S PATENT RIGHTS not the subject of such decision. Section 6.4 By way of clarification, no royalties shall be payable with respect to, and the determination definitions of LICENSED PRODUCT and LICENSED METHOD shall not apply to, products or methods that LICENSEE may manufacture, use, sell or practice, as applicable, in any jurisdiction, without the grant of the amount license set forth in Article 2 above, and without constituting an illegal infringement of royalties * CONFIDENTIAL TREATMENT REQUESTEDany valid and enforceable Patent Rights. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933No royalty shall accrue with respect to any LICENSED PRODUCTS sold, AS AMENDEDor any services with respect to LICENSED PRODUCTS or LICENSED METHODS provided, after they no longer fall within the definition of LICENSED PRODUCTS or LICENSED METHODS, as applicable, as a result of expiration or termination of applicable PATENT RIGHTS. Section 6.5 If a LICENSED PRODUCT or LICENSED METHOD is sold in combination by LICENSEE or applicable SUBLICENSEE, as a single product, service, or in a kit, with another product, service or components for which no royalty would be due hereunder if sold separately, NET SALES from such combination sales for purposes of calculating the amounts due under this Article 6 shall be calculated by multiplying the NET SALES price of the combination by the fraction A/(A+B), where A is the NET SALES price, during the royalty period in question, of the LICENSED PRODUCT or LICENSED METHOD sold separately, and B is the total market price, during the royalty period in question, of the other products, services or components sold separately. due Ipsen pursuant If the LICENSED PRODUCT, LICENSED METHOD, or other products, services or components are not sold separately by LICENSEE, or as applicable SUBLICENSEE, during that royalty period, then the NET SALES price of the combination will be as reasonably allocated by LICENSEE between such LICENSED PRODUCT or LICENSED METHOD on the one hand, and such other product, service or component on the other hand, based upon their relative importance and proprietary protection. LICENSOR reserves the right to assert the dispute resolution process if it disputes whether allocations set by LICENSEE and SUBLICENSEE as described above are commercially reasonable. The allocation contemplated by this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due is to Ipsen pursuant to this Article 4 shall be made in accordance a manner consistent with the provisions of Article 5 hereofallocation contemplated by Section 6.1 above.

Royalties. In consideration (i) Gilead’s royalty payment obligations to Galapagos under Section 8.3 of the A&R Collaboration Agreement for the rights and license granted under this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country Products sold by Gilead or its Affiliate or Sublicensee (for clarity, other than by Galapagos or its Affiliate or Sublicensee) in the Licensed Territory during the Royalty Term applicable to sales of such Licensed Product shall remain in such countryfull force and effect, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment , until the earlier of (1) the transfer of TUPE Employees or all Hired Employees to Galapagos in such country or (2) the Initial Transition Date, after which time Gilead shall pay royalties due to Ipsen Galapagos on Net Sales of Licensed Products in the Gilead Territory pursuant to this Article 4 the Second A&R Collaboration Agreement. Gilead shall have no royalty payment obligations to Galapagos, under Section 8.3 of the A&R Collaboration Agreement or otherwise, (x) for Net Sales of Licensed Products (if any) sold by Gilead or its Affiliate or Sublicensee in the Galapagos Territory, on behalf of Galapagos if all proceeds of such sale are remitted to Galapagos or (y) based on sales of Licensed Products sold by Galapagos or its Affiliate or Sublicensee in the Galapagos Territory. (ii) As will be further described in the Second A&R Collaboration Agreement, the Second A&R Collaboration Agreement shall provide that, commencing on […***…], 2024, Galapagos shall pay to Gilead non-refundable royalties on the amount of aggregate Net Sales of Licensed Products in the Galapagos Territory in each calendar year at the rates set forth below. [ *** ] 8 % [ *** ] [ ***] [ *** ] [ ***] [ *** ] 15 % Such royalties shall be made payable on a country-by-country basis until the end of the Royalty Term for such country. Such royalties shall be subject to step downs and adjustments for compulsory licenses equivalent to those in accordance with Sections 8.3(d) and 8.3(e) of the provisions of Article 5 hereofA&R Collaboration Agreement, mutatis mutandis.

Royalties. In consideration (a) The following undertaking having been agreed to for the rights purpose of reflecting and advancing the mutual convenience of the parties, beginning with the FIRST COMMERCIAL EXPLOITATION in any country, (i) on all sales of PRODUCTS anywhere in the world by PALOMAR and its AFFILIATES, PALOMAR shall pay GENERAL, during the term of the license granted under this AgreementParagraph 2.1(a), Licensee shallwhere a PRODUCT is covered by a VALID CLAIM of the PATENT RIGHTS in the country in question and the PATENT RIGHTS are exclusively licensed in the LICENSE FIELD to PALOMAR hereunder, subject to the provisions a royalty of Sections 4.2** and (ii) for any SERVICE performed by PALOMAR or its AFFILIATES, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales or any other third party by virtue of any given Licensed Product right or license granted by PALOMAR or its AFFILIATES, PALOMAR shall pay GENERAL, during the term of the license granted under Paragraph 2.1(a), where a SERVICE is covered by a VALID CLAIM of the PATENT RIGHTS in any given the country in question and the Territory during PATENT RIGHTS are exclusively licensed in the Royalty Term applicable LICENSE FIELD to sales PALOMAR hereunder, a royalty of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if ** (i) such Licensed Product is an Ipsen MC4 Product GENERAL shall receive twenty-five percent (25%) of the sublicensing revenues received by PALOMAR or its AFFILIATES from each SUBLICENSEE (the “SUBLICENSE FEES”) attributable to VALID CLAIMS of PATENT RIGHTS licensed exclusively to PALOMAR hereunder in the country in question. PALOMAR and GENERAL agree that utilizes for SUBLICENSE FEES that include a non-monetary component, PALOMAR and GENERAL will agree to a specific allocation of the Ipsen MC4 [ ]non-monetary component by separate letter agreement. *, * (ii) PALOMAR represents as of the Ipsen MC4 [ ]EXECUTION DATE that PALOMAR’s Lux 1440, Lux1540 and Lux2940 handpieces are ** was accepted in writing by Licensee pursuant to Section 2.11.1 and (iiiroyalty-bearing under this Paragraph 4.1(a) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the at a royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.**

Royalties. In further consideration for of the rights and license granted to Licensee under this Agreement, Licensee shall, subject agrees to pay to The Regents the provisions following amounts: (a) Licensee agrees to pay The Regents running royalties equal to one percent (1%) of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of Licensed Products sold by Licensee; and (b) Licensee agrees to pay The Regents five percent (5%) of any given running royalties that Licensee receives from its Sublicensees upon such Sublicensee’s sales of Licensed Products (“Sublicense Royalties”). As used herein, Sublicense Royalties shall not include amounts paid to Licensee as development funds, equity investments, scientific or development benchmark payments, payments for research expenditures, payment for goods or any other amount that does not become payable as a running royalty upon a Sublicensee’s sale of a Licensed Product; provided that if Licensee (i) grants to non-Affiliate third party a license, under patent rights owned or controlled by Licensee, to make and sell a Licensed Product in any given country for Sublicense Royalties that are both less than one percent (1%) of the Sublicensee’s net sales of Licensed Products and below the normal range of royalties for products of that type in the Territory during the Royalty Term applicable to sales particular industry, and (ii) receives in consideration of such Licensed Product in license a cash issuance fee upon the grant of such countrylicense, which royalties such license issuance fee shall be equal included within Sublicense Royalties for purposes of this Section 4.1(b), to [ ]* the extent the same is not attributable to reimbursement of expenses, equity, benchmark payments, payments for research expenditures, payments for goods or the like. It is understood that the preceding sentence (beginning with “provided that”) shall not apply, however, in the event that the license so granted by Licensee is contingent upon future events, such Net Salesas a failure by Licensee to supply Licensed Products, or otherwise not immediately exercisable. It is further understood and agreed that Sublicense Royalties received by Licensee shall be determined net of withholding taxes; provided, however, that, subject to the provisions extent that Licensee recoups any such withholding tax, as a result of Sections 4.2actually reducing its United States income tax liability as a result of a credit for such withholding tax, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country amount so recouped shall be included in Sublicense Royalties for the quarter in which such amounts were so recouped. (Ac) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, Royalties shall continue under paragraphs (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (Aa) and (Bb) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a with respect to each Licensed Product-by-Licensed Product basis and , on a country-by-country basis, for so long as a Valid Claim within the Patent Rights exists in such country covering the sale of such Licensed Product or the method used to invent such Licensed Product. Payment However, if the sale of royalties due to Ipsen pursuant to this Article 4 a Licensed Product would not infringe a Valid Claim within the Patent Rights, and would not infringe any other Valid Claim owned or controlled by Licensee, in the country for which such Licensed Product is sold, then no royalty shall be made in accordance due under Section 4.1(a) above with the provisions of Article 5 hereofrespect to such sales.

Royalties. In consideration 6.1. Licensee will pay Licensor the Net Sales Related Royalty. The Net Sales Related Royalty will be paid, on a Licensed Product by Licensed Product and country by country basis, until the termination of this Agreement in accordance with Article 10. Licensor will provide for the rights human resources, materials, facilities and equipment that are necessary for pre-clinical and clinical trials relating to the Purposes (together referred to as the “Trials Facilities”). Licensee shall be entitled to use the Trials Facilities at Licensor’s standard rates (which shall be in conformity with general market rates). Such usage shall be agreed upon mutually and separate contracts shall be drafted for such purposes. If Licensee has decided not to use the Trials Facilities and in doing so has not ordered at least the equivalent of EUR *** euro’s) within *** from the Effective Date or before a New Drug Application or EU Equivalent is filed (whichever is earliest), the Net Sales Related Royalty shall be increased by *** percentage points and Sublicense Royalty by *** percentage points. 6.2. Subject to the conditions set forth below, “Net Sales” shall mean: (i) the gross amount invoiced and received by Licensee and its Affiliates for or on account of Sales of any Licensed Products, or in case of non-cash valuable considerations; the cash equivalent of such valuable considerations; (ii) less and/or taking into account the following amounts payable by Licensee and its Affiliates in effecting such Sale: 1. amounts repaid or credited by reason of rejection or return of applicable Licensed Products; 2. reasonable and customary trade, quantity or cash rebates or discounts to the extent allowed and taken; 3. specified reasonable amounts for outbound transportation, insurance, handling and shipping; and 4. taxes, customs duties and other governmental charges levied on or measured by Sales of Licensed Products so long as Licensee’s price is reduced thereby. Specifically excluded from the definition of “Net Sales” are amounts attributable to any Sale of any Licensed Products between or among Licensee and its Affiliate, unless the transferee is the end purchaser, user or consumer of such Licensed Product. 6.3. If Licensee is required to pay Third Party Royalties, Licensee may deduct an amount equal to such Third Party Royalties from the net sales of the Licensed Products. The applicable Third Party Royalties shall be those that accrue in the same Reporting Period of the royalty reports with respect to the same transfer as the Net Sales Related Royalty and shall be calculated as provided in the third party license granted under agreement(s), without applying any deductions or credits available to Licensee with respect to royalties paid to Licensor or to the third parties. The deductions taken for Third Party Royalties shall not reduce the net sales of the Licensed Products by more than ***. Any Third Party Royalties that are not deducted in any Reporting Period on account of this Agreement*** limitation will not be carried forward to the next Reporting Period. 6.4. Licensee will pay Licensor the Sublicense Royalty, if applicable. Such Sublicense Royalty will be paid until the termination of this Agreement in accordance with Article 10. 6.5. After the first commercial sale of a Licensed Product, Licensee shall deliver written reports to Licensor each Reporting Period, stating in each such report the number and description of each Licensed Product sold, the Net Sales of the Licensed Products with respect thereto, the sublicense revenues received, and the calculation of Net Sales Related Royalties and Sublicense Royalties due, making reference to the specific deductions taken in accordance with the definition of Net Sales set forth in article 6.2 hereof (“Payment report”). 6.6. Licensee shall maintain full and true books of accounts and other records in sufficient detail so that the Net Sales Related Royalty and the Sublicense Royalty payable to Licensor hereunder can be properly ascertained. Such books and records shall be maintained by Licensee for a period of five (5) years from creation of individual records. Upon 10 business days’ prior written knowledge, and no more frequently than once a year, Licensee shall, subject at the request of Licensor, permit an independent certified public accountant selected by Licensor to have access during ordinary business hours, to only such books and records as may be necessary to determine the correctness of any report or payment, including Net Sales Related Royalties and the Sublicense Royalties, made under this Agreement or to obtain information as to Net Sales Related Royalties and the Sublicense Royalties or other payments payable in case of failure to report or pay pursuant to the provisions terms of Sections 4.2this Agreement. Licensor shall be responsible for expenses for the independent certified public accountant initially selected by Licensor, 4.3 and 4.4 below, pay royalties to Ipsen based upon except that Licensee shall reimburse Licensor if the independent accountant determines the amounts of Net Sales Related Royalties and the Sublicense Royalties paid by Licensee to Licensor is less than 95% of the amount of Royalties actually owed to Licensor for the period reviewed by the independent accountant. The accounting firm shall disclose to Licensor and Licensee only whether the Payment Reports are correct or not, and, if applicable the specific details concerning any given Licensed Product in any given country in discrepancies. All inspections made by Licensor hereunder shall be made no later than five (5) years after the Territory during Payment Report that is subject of the investigation was due. 6.7. For purposes of calculating the Net Sales Related Royalty Term applicable to and the Sublicense Royalty payment on sales of such Licensed Product in such countryProducts outside the European Union, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country Products shall be converted to Euros using the average closing buying rate for such currency quoted in the Territory during continental terms method of quoting exchange rates (local currency per EUR 1) by De Nederlandse Bank, on the Royalty Term applicable last business day of each Reporting Period. 6.8. At its sole discretion, Licensee may elect to sales of such Ipsen MC4 Product convert its obligation to pay Net Sales Related Royalties and Sublicense Royalties (hereinafter referred as the “Royalty-to-Pay Conversion”) as laid down in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date this Article into one of the MC4 [ ]two lump-sum royalty options (“Conversion Lump-sum Royalty”) mentioned hereinafter: I. before regulatory approval has been filed: EUR *** Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time or; II. after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofregulatory approval has been filed: EUR ***.

Royalties. (a) In consideration for the rights and license granted under this Agreement, Licensee shall, subject addition to the provisions payment of Sections 4.2the Purchase Price, 4.3 and 4.4 below, Buyer shall pay royalties to Ipsen based upon Seller a running royalty at the rate of [...***...] of Net Sales of any given Licensed Product in any given country in (the Territory “Royalties”) during the Royalty Term applicable to sales of such Licensed Product in such country(as defined below). (b) The royalty payment obligation under Section 4.2(a) shall apply, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment and Product-by-Product basis in the Territory, during the period of royalties time beginning upon the First Commercial Sale of such Product in such country, and ending upon the earlier of: (i) the expiration of the last-to-expire Valid Claim of a Patent in the Intellectual Property covering the use, import, manufacture, sale or offer for sale of such Product in such country; and (ii) the date on which the first sale of a Generic Product takes place in such country (such period, the “Royalty Term”). (i) If it is necessary for Buyer or its licensee to obtain a license to know-how or patents from any Third Party that claim or cover the composition of matter, manufacture, use, handling, storage, sale or other disposition of a particular Product in a particular country in the Territory in order for Buyer or its licensee to develop, manufacture or commercialize such Product in such country in the Territory and Buyer or its licensee pays such Third Party any up-front fee, milestone, royalty, or other payment in consideration of obtaining such license (each, a “Third Party Payment”), then (subject to clause (iii) of this paragraph (c)) Buyer shall have the right to deduct from milestone payments due Seller as part of *** Confidential Treatment Requested the Purchase Price under Section 4.1 and royalty payments due Seller for Net Sales of such Product in such country under Section 4.2(a), [...***...] of any such Third Party Payments made by Buyer. (ii) If Buyer or its licensee incurs costs in connection with an interference declared with regard to Ipsen a Patent included in the Intellectual Property, including any settlement or attorneys’ fees related thereto (“Third Party Interference Costs”), then (subject to clause (iii) of this paragraph (c)) Buyer shall have the right to deduct from milestone payments due Seller as part of the Purchase Price under Section 4.1 and royalty payments due Seller for Net Sales of such Product under Section 4.2(a), [...***...] of any such Third Party Interference Costs paid by Buyer; provided, however, that the aggregate amount of Third Party Interference Costs which may be deducted pursuant to this Article 4 clause (ii) shall not exceed [...***...]. (iii) Notwithstanding the provisions of clauses (i) and (ii) of this paragraph (c), in no event shall the permitted deductions cause either (A) any milestone payment or (B) any royalty amount payable to Seller for Net Sales in any particular country in any particular calendar quarter to be reduced by more than [...***...] of the milestone payment that would otherwise be payable to Seller or the royalty amounts that would otherwise be payable for Net Sales in such country in such period; provided, however, that (subject to the limitations of this clause (iii)) Buyer may deduct from future milestone payments and from royalty payments for Net Sales in such country in future calendar quarters any amounts that it was previously unable to deduct due to such limitations. (d) During the Royalty Term, within [...***...] days after the end of each calendar quarter, Buyer shall deliver to Seller a report containing the following information for the prior calendar quarter: (i) the gross sales associated with each Product sold by Buyer and its Affiliates or licensees; (ii) a calculation of Net Sales of each Products that are sold by Buyer, its Affiliates and (if applicable) its licensees; and (iii) a calculation of payments due to Seller with respect to the foregoing. Concurrent with these reports, Buyer shall remit to Seller any royalty payment due for the applicable calendar quarter. If no royalties are due to Seller for such reporting period, the report shall so state. (e) Net Sales made in currencies other than dollars will be converted into dollars using the closing exchange rates reported in The Wall Street Journal (U.S., Western Edition) on the last business day of the applicable calendar quarter. (f) All payments due hereunder shall be made by wire transfer of immediately available funds into an account designated by Seller. (g) Buyer will maintain complete and accurate records in accordance with sufficient detail to permit Seller to confirm the provisions accuracy of Article 5 hereof.the calculation of payments under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours for a period of three (3) years from the end of the calendar year to which they pertain for examination at the expense of Seller, and not more often than once each calendar year, by an independent certified public accountant (“Independent Accountant”) selected by Seller and reasonably acceptable to Buyer, for the sole purpose of verifying the accuracy of the financial reports or payments furnished by Buyer pursuant to this Agreement. Any such auditor shall not disclose to Seller Buyer’s Confidential Information. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days from the date of delivery of the accountant’s report. Seller shall bear the full cost of such audit unless such audit discloses an underpayment by Buyer of more than five percent (5%) of the amount due, in which case Buyer shall bear the full cost of such audit. *** Confidential Treatment Requested

Royalties. In Section 6.1 As consideration for the rights and license granted under this AgreementAGREEMENT, Licensee shallLICENSEE shall pay to LICENSOR ** * of any services, subject including but not limited to drug screening, drug discovery, drug target discovery, diagnostics, and genomics services. LICENSEE shall also pay to LICENSOR an earned royalty on the LICENSEE’s NET SALES of human therapeutics ** *. Earned royalties shall accrue in each country with respect to NET SALES in that country for the duration of PATENT RIGHTS in that country. LICENSEE shall pay all royalties accruing to LICENSOR in U.S. Dollars within forty-five (45) days following the calendar quarter in which NET SALES occur. The parties recognize and agree that, in order to develop and commercialize LICENSED PRODUCTS and LICENSED METHODS, or services utilizing LICENSED PRODUCTS or LICENSED METHODS in the FIELD OF USE, it may be necessary or desirable for LICENSEE and/or its LICENSEES to make use of and/or incorporate multiple elements of intellectual property from multiple sources. LICENSEE and/or its SUBLICENSEES shall determine, in their sole judgment, which elements of intellectual property are necessary and/or desirable for the development and/or commercialization of the licensed PATENT RIGHTS. In the event that any LICENSED PRODUCTS or LICENSED METHODS, or services provided utilizing LICENSED PRODUCTS or LICENSED METHODS, which are marketed by or through LICENSEE, incorporate or utilize technology licensed from one or more third parties, then LICENSEE shall make a good faith determination of the relative values (as percentages adding up to 100%) of the various licensed technologies to the provisions of Sections 4.2resulting LICENSED PRODUCTS, 4.3 LICENSED METHODS or services, as applicable, and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales shall promptly notify LICENSOR of such Licensed Product in determination. Upon such countrydetermination, which royalties the royalty payable to LICENSOR pursuant to this Section 6.1 shall be equal to [ ]* based on the portion of such Net Sales; provided, however, that, subject LICENSEE’S NET SALES that corresponds to the provisions of Sections 4.2percentage value assigned to the LICENSOR’S PATENT RIGHTS, 4.3 and 4.4 belowmultiplied by the applicable royalty rate as set forth in this Section 6.1. For example, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]applicable royalty rate for a specified period were ** *, and LICENSEE achieved NET SALES of $1,000,000 with respect to such period, and LICENSEE had determined in good faith that the relative value to the LICENSED PRODUCTS sold to generate such NET SALES of various technologies licensed by LICENSEE were as follows: (iia) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and value of PATENT RIGHTS licensed from LICENSOR: 60% (iiib) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rightsvalue of technologies licensed from other parties: 40%, then the royalty rate applicable payable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee LICENSOR pursuant to this Section 2.11.1 within [ ]* after 6.1 would be determined by multiplying the date NET SALES for the period in question ($1,000,000) by the percentage value to the LICENSED PRODUCT of the MC4 [ ]licensed PATENT RIGHTS (60%), and then multiplying the resulting product by the applicable ** Agreement*. As a result, the royalty payable to LICENSOR with respect to LICENSOR’S NET SALES with respect to such period would be: (B$1,000,000 x .60) [ ]x *** if = $*** . In the Ipsen MC4 [ ]* is delivered by Ipsen event that LICENSOR believes that LICENSEE’S determination of the relative values of various licensed technologies to Licensee pursuant the LICENSED PRODUCTS or LICENSED METHODS in question was not made in good faith, then it may dispute such determination, and such dispute will be resolved in accordance with the dispute resolution procedure set forth in Article 28 below. Section 6.2 Commencing with the first calendar quarter to Section 2.11.1 at any time after the [ ]* occur following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting first occurrence of NET SALES pertaining to NEPs, GRPs, NCSCs, or APCs (U-2383, U-2536, U-3184, or U-3275), LICENSEE shall pay to LICENSOR within forty-five (45) days of the Ipsen MC4 [ ]end of said quarter a minimum annual royalty *** is used by Licensee in [ ]* or (C) [ ]* if neither LICENSEE shall continue to pay such minimum annual royalty until the end of the foregoing clauses term of the last to expire of LICENSOR’S PATENT RIGHTS. LICENSOR shall fully credit each payment of minimum annual royalties against any earned royalties payable by LICENSEE with respect to the year for which the minimum annual royalty is made (A) being the year commencing with the calendar quarter ending prior to the calendar quarter in which the minimum annual royalty is payable). Section 6.3 If any patent or any claim thereof included within LICENSOR’S PATENT RIGHTS shall be found invalid by a court of competent jurisdiction and (B) is applicablelast resort, from which decision no appeal may be taken, LICENSEE’S obligation to pay LICENSOR royalties based on such patent or claim or any claim patentably indistinct there from shall cease as of the date of such decision. For purposes LICENSEE shall not, however, be relieved from paying LICENSOR any royalties, fees, expenses, or other liabilities that accrued prior to the date of such decision or that are based on any of LICENSOR’S PATENT RIGHTS not the subject of such decision. Section 6.4 By way of clarification, no royalties shall be payable with respect to, and the determination definitions of LICENSED PRODUCT and LICENSED METHOD shall not apply to, products or methods that LICENSEE may manufacture, use, sell or practice, as applicable, in any jurisdiction, without the grant of the amount license set forth in Article 2 above, and without constituting an illegal infringement of royalties * CONFIDENTIAL TREATMENT REQUESTEDany valid and enforceable Patent Rights. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933No royalty shall accrue with respect to any LICENSED PRODUCTS sold, AS AMENDEDor any services with respect to LICENSED PRODUCTS or LICENSED METHODS provided, after they no longer fall within the definition of LICENSED PRODUCTS or LICENSED METHODS, as applicable, as a result of expiration or termination of applicable PATENT RIGHTS. Section 6.5 If a LICENSED PRODUCT or LICENSED METHOD is sold in combination by LICENSEE or applicable SUBLICENSEE, as a single product, service, or in a kit, with another product, service or components for which no royalty would be due hereunder if sold separately, NET SALES from such combination sales for purposes of calculating the amounts due under this Article 6 shall be calculated by multiplying the NET SALES price of the combination by the fraction A/(A+B), where A is the NET SALES price, during the royalty period in question, of the LICENSED PRODUCT or LICENSED METHOD sold separately, and B is the total market price, during the royalty period in question, of the other products, services or components sold separately. due Ipsen pursuant If the LICENSED PRODUCT, LICENSED METHOD, or other products, services or components are not sold separately by LICENSEE, or as applicable SUBLICENSEE, during that royalty period, then the NET SALES price of the combination will be as reasonably allocated by LICENSEE between such LICENSED PRODUCT or LICENSED METHOD on the one hand, and such other product, service or component on the other hand, based upon their relative importance and proprietary protection. LICENSOR reserves the right to assert the dispute resolution process if it disputes whether allocations set by LICENSEE and SUBLICENSEE as described above are commercially reasonable. The allocation contemplated by this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due is to Ipsen pursuant to this Article 4 shall be made in accordance a manner consistent with the provisions of Article 5 hereofallocation contemplated by Section 6.1 above.

Royalties. In consideration for the rights Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and license granted under this Agreement, Licensee shall, subject (ii) would be competitively harmful if publicly disclosed. (a) Subject to the provisions remainder of Sections 4.2this Section 8.06 (Royalties), 4.3 and 4.4 below, Arctic Vision shall pay Clearside the following royalties to Ipsen based upon on aggregate Net Sales of any given all Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such countryProducts, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is at an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the incremental royalty rate applicable to determined by aggregate annual Net Sales of such Ipsen MC4 Product all Licensed Products in any given country each calendar year during the Term in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country Territory: (b) Running royalties paid by Arctic Vision under this Section 8.06 (Royalties) shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made paid on a Licensed Product-by-Licensed Product and Jurisdiction-by-Jurisdiction basis until the latest of (i) the expiration of the last-to-expire Valid Claim in the Clearside Patent Rights that Covers such Licensed Product, (ii) expiration of marketing or regulatory exclusivity with respect to such Licensed Product in such Jurisdiction, or (iii) ten (10) years from the First Commercial Sale of such Licensed Product in the Field in such Jurisdiction (each, a “Royalty Term”); provided that, [***]. Following the expiration of the Royalty Term with respect to a particular Licensed Product in the Field in a Jurisdiction (but not following an earlier termination of this Agreement), the licenses granted by Clearside to Arctic Vision pursuant to Section 2.01(a) with respect to such Licensed Product in the Field in such Jurisdiction shall be perpetual, irrevocable, fully-paid and royalty-free, but Net Sales of such Licensed Product shall continue to be included in the aggregate Net Sales calculation in Section 8.06(a) or for the purposes of Section 8.05 (Sales Milestones Payments). (c) Notwithstanding the provisions of Section 8.06(a), on a Jurisdiction-by-Jurisdiction and [***] basis, during any period in such Jurisdiction in which there is [***] in such Jurisdiction, Arctic Vision shall pay royalty rates for sales of such Licensed Product in such Jurisdiction that shall be set at [***] of the applicable royalty rate determined in accordance with Section 8.06(a). (d) In the event that Arctic Vision obtains, after the Effective Date, a license under, or other rights to, Patent Rights or Know-How from any Third Party(ies) (other than pursuant to Section 2.03 (In-License Agreements)) that are necessary in order to Commercialize a given Licensed Product in the Field in a given Jurisdiction and on a country-by-country [***] basis. Payment , [***] actually paid under such Third Party licenses by Arctic Vision or its Affiliates specifically for sales of royalties such Licensed Product in the Field in such Jurisdiction shall be creditable against the royalty payments due to Ipsen pursuant Clearside by Arctic Vision for sales of such Licensed Product in such Jurisdiction. (e) Notwithstanding the foregoing, in no event shall the royalty payments otherwise owed to this Article 4 shall Clearside under Section 8.06(a) be made reduced below [***] in accordance with [***] during the provisions of Article 5 hereofRoyalty Term.

Royalties. In consideration of the assignment of Prior Intellectual Property under Section 8.2 and of the Celator-Sponsored Intellectual Property under Section 8.3, Celator shall pay to BCCA, without duplication, the following royalties: (a) in respect of Royalty-Bearing Products embodying Valid Claims in the countries of sale and for which only BCCA inventors are named on the rights and license granted under this Agreement, Licensee shall, subject to the provisions Royalty-Bearing Patent: (i) a royalty of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon ***** of cumulative Net Sales of any given Licensed Product in any given country Royalty-Bearing Products in the Territory during countries of sale in respect of the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]first ******* of such Net Sales; provided, however, that, subject to Sales annually in the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, Territory, (ii) a royalty of ***** of cumulative Net Sales of Royalty-Bearing Products in the Ipsen MC4 [ ]countries of sale in respect of such Net Sales equal to and/or in excess of ******* was accepted annually in writing by Licensee pursuant to Section 2.11.1 the Territory; (b) in respect of Royalty-Bearing Products embodying Valid Claims in the countries of sale and (iii) for which BCCA inventors and other inventors are named on the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent RightsRoyalty-Bearing Patent, then a percentage of the royalty rate set out in Subsection 6.1(a) calculated using the following formula: Number of BCCA inventors named on Royalty-Bearing Patent X Royalty rate otherwise applicable to under Subsection 6.1(a) based on applicable Net Sales = Adjusted Royalty Rate Total number of such Ipsen MC4 Product in any given country in inventors named on Royalty-Bearing Patent For the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither purposes of the foregoing clauses formula, in the event that Dr. Bally and/or ▇▇. ▇▇▇▇▇ are named as inventors on a Royalty-Bearing Patent, they shall be considered BCCA inventors; and (Ac) in respect of Royalty-Bearing Products that do not embody Valid Claims in the countries of sale, the royalties owed by Celator for the sale of such Royalty-Bearing Products shall be ***** of the royalties provided in Subsection 6.1(a) and (B) is 6.1(b), as applicable. For purposes of clarification, the determination of the amount of royalties BCCA shall receive a ***** CONFIDENTIAL TREATMENT REQUESTEDfor each Royalty-Bearing Product without regard to ******************************. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 The royalty payments set forth above shall be made on a Licensed Productpayable for each Royalty-by-Licensed Bearing Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.

Royalties. (i) In consideration addition to amounts payable pursuant to Sections 4.1(a) and 4.1(b) above, Company shall for the rights and license granted under this Agreement, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon all Net Sales of any given Licensed Products within the Term pay to CyDex, on a calendar quarterly basis, tiered royalties on such Net Sales in an amount equal to (A) until cumulative (lifetime) Net Sales of Licensed Products reach $10,000,000, 4% of said part of the Net Sales, and (B) after cumulative (lifetime) Net Sales of Licensed Products reach $10,000,000, 7% of said part of the Net Sales, and (C) after cumulative (lifetime) Net Sales of Licensed Products reach $20,000,000, 10% of said part of the Net Sales. For this purpose, Net Sales during the calendar quarter in which either of such thresholds is crossed shall be prorated. Notwithstanding the foregoing, as a method of implementing a royalty-rate step-down, 33% of the erstwhile Net Sales (in a country within the Territory) of a Licensed Product which are made after expiry of the last-to-expire Licensed Patent containing a Valid Claim pertaining to such Licensed Product shall be excluded from the Net Sales figure for the purposes of this calculation. Moreover, an additional 25% of the erstwhile Net Sales (in any given a country within the Territory) of a Licensed Product which is not covered by a Valid Claim at the time of such sale shall be excluded from the Net Sales figure for the purposes of this calculation if for the calendar quarter in which such sale occurs a Generic Supply of such Licensed Product is being lawfully commercialized in such country. A “Generic Supply” of a Licensed Product shall be deemed to be being commercialized in a country if and only if the Territory during the Royalty Term applicable to sales aggregate market share of all generic versions of such Licensed Product in such countrycountry in the calendar quarter in question is at least 5%. (ii) In the event that a Licensed Product is commercialized in combination with one or more products which are themselves not Licensed Products under this Agreement for a single price, which the Net Sales for such Licensed Product shall be calculated by multiplying the gross amount invoiced for such combination sale by the fraction A/(A+B) where A is the fair market value of the Licensed Product and B is the fair market value of the other product(s) in the combination sale, and allocating applicable “Net Sales” deductions in the same proportion. Company’s determination of the fair market values identified in this subpart (ii) shall be used to the extent that such determinations are reasonable. (iii) Unless this Agreement is earlier terminated pursuant to Section 13, royalties shall be equal to [ ]* of such Net Sales; providedpayable, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on basis, during the period from the First Commercial Sale of a countrygiven Licensed Product until the later of (a) expiry of the last-byto-country basis. Payment expire Licensed Patent containing a Valid Claim; or (b) the 10th anniversary of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions First Commercial Sale of Article 5 hereofsuch Licensed Product.

Royalties. In consideration for the rights and license granted under this Agreement4.1 With respect to Licensed Products manufactured or sold by Licensee in a country in which such manufacture or sale is covered by a Valid Claim of a Licensed Patent, Licensee shall, subject agrees to the provisions pay Caltech [***] of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such country, which royalties shall be equal to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in Licensed Products wherein the Territory during Licensed Products are instruments or apparatus directly used for the Royalty Term applicable to sales reading and/or analysis of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date data from other Licensed Products, including microfluidic chips that are Licensed Products, and [***] of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date Net Sales of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used Licensed Products by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarificationfor all such other Licensed Products, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933including microfluidic chips that are Licensed Products, AS AMENDED. Royalties due Ipsen pursuant to under this Section 4.1 shall be made payable on a country-by-country and Licensed Product-by-Licensed Product basis until the expiration of the last-to-expire issued Valid Claim covering such Licensed Product in such country. 4.2 With respect to Licensed Products manufactured or sold by Sublicensees in a country in which such manufacture or sale is covered by a Valid Claim of a Licensed Patent, Licensee agrees to pay Caltech [***] of the revenues received by Licensee from Sublicensees’ Net Sales of such Licensed Products wherein the Licensed Products are instruments or apparatus directly used for the reading and/or analysis of data from other Licensed Products, including microfluidic chips that are Licensed Products, and [***] of the revenues received by Licensee from Sublicensees’ Net Sales of Licensed Products for all such other Licensed Products, including microfluidic chips that are Licensed Products. Royalties due under this Section 4.2 shall be payable on a country-by-country basisand Licensed Product-by-Licensed Product basis until the expiration of the last-to-expire issued Valid Claim covering such Licensed Product in such country. 4.3 With respect to Licensed Products manufactured or sold by Licensee in a country in which such manufacture or sale is not covered by Valid Claim of a Licensed Patent but the Technology is utilized, Licensee agrees to pay Caltech [***] of Net Sales of such Licensed Products by Licensee, wherein the Licensed Products are instruments or [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Payment Confidential treatment has been requested with respect to the omitted portions. apparatus directly used for the reading and/or analysis of data from other Licensed Products, including microfluidic chips that are Licensed Products, and [***] of Net Sales of Licensed Products by Licensee for all such other Licensed Products, including microfluidic chips that are Licensed Products. Royalties due under this Section 4.3 shall be payable on a country-by-country and Licensed Product-by-Licensed Product basis for a period of [***] years from the Effective Date or the issuance of a U.S. patent that covers the Licensed Product, whichever first occurs. 4.4 With respect to Licensed Products manufactured or sold by Sublicensees in a country in which such manufacture or sale is not covered by a Valid Claim of a Licensed Patent but the Technology is utilized, Licensee agrees to pay Caltech [***] of the revenues received by Licensee from Sublicensees’ Net Sales of such Licensed Products wherein the Licensed Products are instruments or apparatus directly used for the reading and/or analysis of data from other Licensed Products, including microfluidic chips that are Licensed Products, and [***] of the revenues received by Licensee from Sublicensees’ Net Sales of Licensed Products for all such other Licensed Products, including microfluidic chips that are Licensed Products. Royalties due under this Section 4.4 shall be payable on a country-by-country and Licensed Product-by-Licensed Product basis for a period of [***] years from the Effective Date or the issuance of a U.S. patent that covers the Licensed Product, whichever first occurs. 4.5 Notwithstanding the above, it is understood and agreed that Caltech shall not be entitled to any share of amounts received by Licensee for equity, debt, pilot studies, to support research or development activities to be undertaken by Licensee, research and development or other performance based milestones, the achievement by Licensee or Sublicensee of specified milestones or benchmarks relating to the development of Licensed Products, the license or sublicense of any intellectual property other than the Licensed Patents, reimbursement for patent or other expenses, or with respect to products other than Licensed Products. 4.6 In the event that a Licensed Product is sold in combination with one or more other products or other items that are not Licensed Products, Net Sales for such combination products will be reasonably calculated on a country-by-country and Licensed Product-by-Licensed [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Product basis by Licensee by multiplying the Net Sales of that combination by a fraction equal to the relative value of the combination attributable to the Licensed Product, in relation to the relative value of the combination, as reasonably determined by Licensee in good faith. In addition, in the event that a Licensed Product is not sold in combination with one or more other products or other items that are not Licensed Products, but instead comprises multiple components, some of which would constitute a Licensed Product if sold separately (each, a “Licensed Component”), and the others would not constitute a Licensed Product if sold separately, then Net Sales for such Licensed Product will be calculated by multiplying the Net Sales of such Licensed Product by the fraction A/B, where A is the gross selling price of the Licensed Component sold separately and B is the gross selling price of such Licensed Product. If no such separate sales are made by Licensee, its Affiliate or Sublicensee, Net Sales for such Licensed Product shall be calculated by multiplying Net Sales of such Licensed Product by the fraction C/(C+D), where C is the fully allocated cost of the Licensed Component and D is the fully allocated cost of the other components. 4.7 Commencing on January 1, 2004, and continuing for each anniversary thereof during the term of this Agreement, if Licensee has not paid, during the preceding calendar year, a minimum of [***] in royalties under Sections 4.1, 4.2, 4.3, and 4.4, Licensee agrees to pay, on or before March 1 of that calendar year, an additional royalty for the prior calendar year equal to the difference between [***] and any lower amount paid under Sections 4.1, 4.2, 4.3, and 4.4 for the prior calendar year. 4.8 In the event Licensee or Sublicensee becomes obligated to pay amounts to a third party with respect to a Licensed Product for patent rights of a third party, Licensee may deduct [***] of the amounts owing to such third party (prior to reductions) from the amount owing to Caltech for such Licensed Product; provided, however, the amounts otherwise due to Ipsen Caltech shall not be so reduced by more than [***]. 4.9 For the purpose of determining royalties payable under this Agreement, any royalties or other revenues Licensee receives from Sublicensees in currencies other than U.S. dollars and any Net Sales denominated in currencies other than U.S. dollars shall be converted [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. into U.S. dollars according to Licensee’s reasonable standard internal conversion procedures, including Licensee’s standard internal rates and conversion schedule. 4.10 No more than one royalty payment shall be due with respect to a sale of a particular Licensed Product. No multiple royalties shall be payable because any Licensed Product, or its manufacture, sale or use is covered by more than one Valid Claim in a given country. No royalty shall be payable under this Article 4 with respect to Licensed Products distributed for use in research and/or development or as promotional samples or otherwise distributed without charge to third parties. 4.11 Any sublicenses granted by Licensee, including, without limitation, any nonexclusive sublicenses, shall remain in effect in the event this license terminates pursuant to Article 12; provided, the financial obligations of each Sublicensee to Caltech shall be limited to the amounts Licensee shall be obligated to pay Caltech for the activities of such Sublicensee pursuant to this Agreement. 4.12 Royalties due under this Article 4 shall be made payable on a country-by-country and Licensed Product-by-Licensed Product basis until the expiration of the last-to-expire issued Valid Claim covering such Licensed Product in accordance with such country, if the manufacture or sale of such Licensed Product was at the time of the first commercial sale in such country covered by a Valid Claim. Otherwise, royalties due under this Article 4 shall be payable on a country-by-country and Licensed Product-by-Licensed Product basis until [***] whichever first occurs. 4.13 Notwithstanding the provisions of this Article 5 hereof4, no royalty shall be payable to Caltech with respect to any sales of Licensed Products to the U.S. Government on sales made solely to permit the U.S. Government to practice or have practiced or have practiced or ▇▇▇ on its behalf any invention or process covered by the Licensed Patents.

Royalties. (i) In consideration addition to amounts payable pursuant to Sections 4.1(a) and 4.1(b) above, Company shall make royalty payments to CyDex on a calendar quarterly basis in an amount equal to [***] of the applicable Net Sales during such quarter, as determined for each Licensed Product. Provided that for the rights duration of any period in the Term in which (a) [***] *** Certain information on this page has been omitted and license granted under this Agreement, Licensee shall, subject filed separately with the Commission. Confidential treatment has been requested with respect to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties omitted portions. (ii) The royalty shall be reduced with respect to Ipsen based upon Net Sales in a particular country by deducting (a) 50% of any given Licensed Product and all royalties paid by Company, its Affiliates and/or Sublicensees to any Third Party for any additional solubility technology that is incorporated in any given country in the Territory during the Royalty Term applicable to sales of such a Licensed Product in such country, up to a maximum reduction of 50% in the aggregate of the royalty owing for Net Sales in such country; (b) 100% of any and all royalties paid for any license that the parties mutually determine in good faith would be prudent to obtain given the potential to resolve or avoid any claims that Captisol, or specifically the Captisol element of a Licensed Product infringes or misappropriates the intellectual property rights of any Third Party in such country; and (c) any final, unappealed judgment awarded against Company, its Affiliates or Sublicensees for damages for infringement of Third Party intellectual property rights with respect to making, having made, using, selling, offering for sale or importing Captisol, or specifically the Captisol element of a Licensed Product in such country. Company shall use commercially reasonable efforts to minimize any such royalties or other payments to Third Parties on account of sales of Licensed Products hereunder. (iii) In the event that a Licensed Product is commercialized in combination with one or more products which royalties shall be equal to [ ]* of such are themselves not Licensed Products under this Agreement for a single price, the Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) Sales for such Licensed Product shall be calculated by multiplying the sales price of such combination sale by the fraction A/(A+B) where A is an Ipsen MC4 the fair market value of the Product that utilizes and B is the Ipsen MC4 [ ]*fair market value of the other product(s) in the combination sale. If the fair market value for any product sold in combination with a Licensed Product cannot be reasonably determined, the price attributed to such product shall be based on the relative cost of goods for such product, as determined in accordance with U.S. GAAP. (iiiv) the Ipsen MC4 [ ]* was accepted in writing by Licensee All royalties payable to CyDex pursuant to Section 2.11.1 4.1(c) shall be due and payable within [***] after the conclusion of each calendar quarter, provided that within [***] after the conclusion of each Company fiscal year Company may provide notice to CyDex of any adjustments necessary to account for any royalties which were overpaid or underpaid for such prior fiscal year’s calendar quarters (iii) as determined from Company’s end of fiscal year external audit), and the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then parties shall promptly true-up for any such adjustments which are mutually determined to be correct. In establishing the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in structure hereunder, the Territory during parties recognize, and Company acknowledges, the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date substantial value of the MC4 [ ]* various obligations being undertaken by CyDex under this Agreement, (B) [ ]* if in addition to the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date grant of the MC4 [ ]* Agreement licenses under the Captisol Data Package as well as under the Licensed Patents, to enable the rapid and such Ipsen MC4 Product in a formulation consisting effective market introduction of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of Licensed Products. The parties have agreed to the foregoing clauses (A) payment structure set forth herein as a convenient and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant fair mechanism to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofcompensate CyDex for these obligations.

Royalties. (a) In consideration for the rights and license granted to LICENSEE under this AgreementSection 3.1(b), Licensee LICENSEE, on a Product-by-Product and country-by-country basis shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable for such Product, pay to AGTC a royalty on Net Sales of (a) [***] plus (b) all royalties, if any, payable to the Existing Licensors pursuant to the Existing License Agreements as a result of Net Sales hereunder; provided that, in any case, the royalties due hereunder shall not exceed [***] of Net Sales. (b) Following expiration of the Royalty Term for any Product in a country, no further royalties shall be payable in respect of sales of such Licensed Product in such countrycountry and, which royalties shall be equal thereafter the license granted to [ ]* of LICENSEE under Section 3.1(b) with respect to such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be a fully paid-up, perpetual, exclusive, irrevocable, royalty-free license. (Ac) [ ]* if Any obligation to pay royalties under this Agreement shall be imposed only once with respect to any sale of any Product. (d) Subject to the Ipsen MC4 [ ]* is delivered provisions of Section 5.4(a), AGTC shall be solely responsible for all obligations (including any royalty or other obligations that relate to the [***] Manufacturing Technology) under the Existing License Agreements and any other agreements with Third Parties that are in effect as of the Effective Date. Solely to the extent that LICENSEE elects to take a sublicense under Section 8.7(b)(i) under any license to Third Party IP Rights that AGTC or any of its Affiliates enters into during the Term, LICENSEE shall be responsible for any payment obligations under the applicable AGTC Third Party Agreements arising out of the Development, Manufacture, Commercialization or use of any Product, provided that any upfront payments under such AGTC Third Party Agreements shall be allocated equitably by Ipsen AGTC in good faith and proportionately among the applicable Products and other relevant programs of AGTC and its Affiliates. AGTC shall be solely responsible for all other obligations under any such AGTC Third Party Agreements. Notwithstanding anything to Licensee the contrary, in the event that LICENSEE obtains a direct license from any licensor under an AGTC Third Party Agreement upon termination of such AGTC Third Party Agreement pursuant to Section 2.11.1 within [ ]* after the date 13.6, then, if AGTC had been paying all amounts due under such AGTC Third Party Agreement prior to such termination, any payments otherwise payable to AGTC under Section 5.4(a) with respect to a Product shall be reduced by [***] of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen payments paid to Licensee Third Parties pursuant to Section 2.11.1 at any time after such Third Party licenses arising out of and directly attributable to the [ ]* following the date Development, Manufacture, Commercialization or use of the MC4 [ ]* Agreement and such Ipsen MC4 Product without any limitation described in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on 5.4. (e) On a country-by-country and Product-by-Product basis. Payment , any royalty otherwise payable to AGTC under this Agreement with respect to Net Sales of royalties due to Ipsen pursuant to this Article 4 such Product in such country shall be made reduced by [***] at any time when (a) there is no Valid Claim included in accordance the [***] Manufacturing Patent Rights in such country that Covers the Manufacture of such Product and (b) there is no Orphan Drug Exclusivity, or Orphan Drug Exclusivity has terminated, with respect to such Product in such country. (f) In the provisions event that the Royalty Term for any Product extends beyond the [***] anniversary of Article 5 hereofthe First Commercial Sale of such Product solely because the Manufacture of such Product is Covered by a Valid Claim of an [***] Manufacturing Patent Right Controlled by AGTC under an AGTC Third Party Agreement that AGTC enters into during the Term, then, for the remainder of the Royalty Term, any royalty payments otherwise payable to AGTC under this Agreement with respect to such Product shall be reduced to an amount equal to [***]. Notwithstanding anything to the contrary, this Section 5.4(f) shall not apply in the event that the Manufacture of such Product is Covered by a Valid Claim of an [***] Manufacturing Patent Right Controlled by AGTC under an AGTC Third Party Agreement that AGTC enters into during the Term, but for which AGTC provided all or substantially all of the funding that contributed to the invention Covered by such Valid Claim.

Royalties. In consideration for the rights and license granted under this Agreement, Licensee shall, subject (a) Rates; Royalty Term. Subject to the provisions other terms of Sections 4.2this Section 8.4.2, 4.3 and 4.4 belowwith respect to each Licensed Product, pay royalties to Ipsen based upon Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable for such Licensed Product, each Payor shall pay Payee for the benefit of AlCana and UBC (as set forth in Section 8.4.4 below) royalties of (i) [**] percent ([**]%) of Net Sales by such Payor and its Related Parties with respect to sales each Licensed Product sold during the Royalty Term covered by a Valid Claim of a UBC Controlled Patent Right and (ii) [**] percent ([**]%) of Net Sales by such Payor and its Related Parties with respect to each Licensed Product sold during the Royalty Term covered by a Pending Claim of a UBC Controlled Patent Right. Notwithstanding anything in this Agreement to the contrary, if a Licensed Product is (x) covered by an Issued Claim of a UBC Controlled Patent Right in a country, or (y) the manufacture of such Licensed Product is covered by an Issued Claim of a UBC Controlled Patent Right in the country or countries of manufacture, in each case at the time of such First Commercial Sale in such country, then even if there is no Outstanding Claim of a UBC Controlled Patent Right covering such Licensed Product in either such country or the country or countries of manufacture, the Royalty Term for such Licensed Product shall not terminate until twelve (12) years from the date of First Commercial Sale of such Licensed Product in such country, which royalties country and the royalty rate set forth in Section 8.4.2(a)(ii) above shall be equal apply to [ ]* of such Net Sales; provided, however, that, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* after expiration of all Valid Claims of UBC Controlled Patent Rights, then the royalty rate applicable to Net Sales of Rights covering such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Licensed Product in such country shall be (A) [ ]* if and the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date country or countries of manufacture. For clarity, examples of the MC4 [ ]* Agreement, (Bapplication of this Section 8.4.2(a) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date are set forth in Exhibit G. After expiration of the MC4 [ ]* Agreement and Royalty Term for such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarificationLicensed Product, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant Licenses with respect to this Section 4.1 shall be made on a Licensed Product-by-such Licensed Product basis shall become fully paid and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereofperpetual.

Royalties. In consideration for (a) Subject to Sections 2.6(b), 2.6(c) and 2.7, with respect to all sales made after the rights twenty-four month anniversary of the Closing Date, and license granted under this Agreementduring each Royally Year thereafter, Licensee shall, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, Buyer shall pay royalties to Ipsen based upon Seller in accordance with the following: (i) Buyer shall pay Seller an amount equal to ***% of Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such countryRoyalty Year up to and including aggregate Net Sales of US$***; and (ii) In the event that Net Sales of the Product in such Royalty Year exceed US$***, which royalties Buyer shall pay Seller an amount equal to: (A) of Net Sales of the Product in such Royalty Year up to and including aggregate Net Sales of $*** (such payment to be due on all Net Sales up to such amount (and not solely Net Sales in excess of US$***)); provided that such amount owing pursuant to this clause (ii)(A) shall be equal reduced by the aggregate amount owing and/or paid pursuant to [ ]the foregoing clause (i) of this Section 2.6(a) in respect of the same Royalty Year; (B) of Net Sales of Products in such Royalty Year in excess of US$*** and up to and including aggregate Net Sales of US$***; (C) of Net Sales of Products in such Royalty Year in excess of US$*** and up to and including aggregate Net SalesSales of US$***; and (D) of Net Sales of Products in such Royalty Year in excess of US$***. Subject to any adjustments arising pursuant to Section 2.8(c), the amount of Buyer’s Net Sales of the Product shall be determined on the basis of Buyer’s Net Sales Reports furnished pursuant to Section 2.8(a) hereof. Buyer shall make a royalty payment to Seller, not later than *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. sixty (60) days after the end of each calendar quarter (each such payment, a “Quarterly Payment”). (b) Notwithstanding the foregoing, commencing on and continuing from and after the date of a Generic Launch, the royalty rates contemplated by Section 2.6(a) shall be reduced by ***%. Buyer shall be entitled to reduce any future amount or amounts owing to Seller pursuant to this Section 2.6 by (i) the aggregate amount of all royalties and similar consideration that Buyer is obligated to pay to *** after *** anniversary of the Closing Date pursuant to ***, as in effect on the Closing Date and (ii) the aggregate amount of all royalties and similar consideration that Buyer is obligated to pay any other third party at any time, in each case, in relation to the Product by virtue of any arrangement agreed to by Seller or any of its Affiliates prior to Closing until such amounts have been fully set off; provided, however, that, subject to that from and after the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then date the royalty rate applicable to Net Sales of such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered contemplated by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B2.6(a) is applicable. For purposes reduced in accordance with the first sentence of clarificationthis Section 2.6(b), the determination of then the amount of royalties due under Section 2.6(a) shall be reduced by only *** CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen of the aggregate amount of all royalties and similar consideration that Buyer is obligated to pay to *** pursuant to ***, as in effect on the Closing Date. (c) The Parties acknowledge that Buyer and its Affiliates are expected to incur significant out-of-pocket costs and third party expenses (collectively, “Supply Transition Costs”) attributable to or arising out of Buyer and/or its Affiliates engaging new third parties in connection with the supply of finished Product and/or the active ingredient used therein to replace Hospira and/or Mallinckrodt, respectively, including any such costs associated with testing and regulatory acceptance in relation thereto (the “Supply Transition”). In relation to such Supply Transition Costs, the Parties agree as follows: (i) As soon as practicable after the date that is the second (2nd) anniversary of the Closing Date, Buyer shall furnish to Seller a written report setting forth a reasonably detailed summary of its and its Affiliates’ Supply Transition Costs incurred prior to such date, together with documentation for such Supply Transition Costs, and Buyer’s good faith estimate of the total Supply Transition Costs that will be incurred by Buyer and its Affiliates through completion of the Supply Transition (the “Total Supply Transition Costs”). Seller shall be entitled to review Buyer’s estimate of the Total Supply Transition Costs for a period of thirty (30) days after Buyer’s delivery of such report. If Seller agrees with Buyer’s estimate of the Total Supply Transition Costs or fails to notify Buyer in writing of any disagreement therewith prior to the expiration of such thirty (30) day period, then Buyer’s estimate of the Total Supply Transition Costs shall be final and binding on the Parties for purposes of this Section 4.1 2.6(c). If, prior to the expiration of such thirty (30) day period, Seller notifies Buyer in writing that it disagrees with Buyer’s estimate of the Total Supply Transition Costs and provides Buyer with Seller’s good faith written estimate of the Total Supply Transition Costs, then the Parties shall be made on discuss in good faith and endeavor to reconcile their respective estimates of the Total Supply Transition Costs for a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment period of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.not less than fifteen (15)

Royalties. In consideration for (a) Subject to the rights terms and license granted under conditions of, and during the term of, this Agreement, Licensee shallIsis will pay to Alnylam royalties on sales of Double Stranded RNA Products that are Isis Products by Isis, subject its Affiliates or sublicensees equal to [***]% of Net Sales. Isis may reduce the royalty due under this section by [***]% of any additional royalties that Isis owes to Third Parties on such Double Stranded RNA Products that are Isis Products that arise from Isis acquiring access to new technologies after the Restatement Date; provided, however that (i) the royalty due under this section can never be less than a floor of [***]%, (ii) additional royalties arising as the result of the addition, pursuant Section 11.8, of Alnylam Future Chemistry Patents or Alnylam Future Motif and Mechanism Patents to the provisions Alnylam Patent Rights licensed to Isis, or as the result of Sections 4.2an expansion of Isis’ licenses pursuant to Section 6.5(d), 4.3 cannot be used to reduce the royalty and 4.4 below(iii) Isis shall not be entitled to reduce, pursuant to this sentence, its royalty obligation to Alnylam below a royalty obligation equal to the lesser of (y) Alnylam’s aggregate royalty obligations [***] existing as of the Effective Date [***] [***] and (z) Alnylam’s aggregate royalty obligations [***] [***] as such obligations may be reduced from time to time after the Effective Date. (b) Subject to the terms and conditions of, and during the term of, this Agreement, Isis will pay to Alnylam royalties to Ipsen based upon on Net Sales of any given Licensed Product in any given country in the Territory during the Royalty Term applicable to sales of such Licensed Product in such countryIsis Single Stranded RNAi Products by Isis, which royalties shall be its Affiliates or sublicensees equal to [ [***]* % of such Net Sales; provided, however, thatthat if Isis is the subject of an Acquisition, subject to the provisions of Sections 4.2, 4.3 and 4.4 below, if (i) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate applicable to payable under this Section 8.2(b) on the Net Sales of Isis Single Stranded RNAi Products following such Ipsen MC4 Product in any given country in the Territory during the Royalty Term applicable to sales of such Ipsen MC4 Product in such country shall Acquisition will be (A) [ [***]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after the date of the MC4 [ ]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 at any time after the [ ]* following the date of the MC4 [ ]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof%.

Royalties. In consideration for Subject to the rights remainder of this Article 10, QLT shall pay to Xenova, without duplication, on the terms and license granted under conditions set out in this Agreement, Licensee shallthe following royalties in respect of the Finished Product: (a) 15% of Net Sales, subject to the provisions in respect of Sections 4.2, 4.3 and 4.4 below, pay royalties to Ipsen based upon any aggregate Net Sales of any given Licensed Product all Finished Products that are less than [*] in any given country a particular calendar year; (b) 18% of Net Sales, in the Territory during the Royalty Term applicable to sales respect of such Licensed Product in such country, which royalties shall be that portion of aggregate Net Sales of all Finished Products that are equal to [ ]* and/or greater than [*] and less than and/or equal to [*] of such Net Sales in a particular calendar year; and (c) 22% of Net Sales, in respect of that portion of aggregate Net Sales of all Finished Products that are greater than [*] of such Net Sales in a particular calendar year; provided, however, provided that, subject to Section 13.1(e), the provisions of Sections 4.2, 4.3 royalties payable under this Section 10.1 shall be earned and 4.4 below, if payable as follows: (id) such Licensed Product is an Ipsen MC4 Product that utilizes the Ipsen MC4 [ ]*, (ii) the Ipsen MC4 [ ]* was accepted in writing by Licensee pursuant to Section 2.11.1 and (iii) the Ipsen MC4 [ ]* is Covered by Ipsen MC4 [ ]* Patent Rights, then the royalty rate where one or more Valid Claims applicable to Net Sales of such Ipsen MC4 the Finished Product in any given country under the Xenova Patents licensed to QLT under Section 8.4 exist in the Territory during the Royalty Term applicable to sales country of such Ipsen MC4 Product in such country shall be (A) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 within [ ]* after sale on the date of Commercial Launch of the MC4 [ Finished Product therein, the royalties hereunder shall be earned and payable for such country until the expiration of the last of such Valid Claims in such country; (e) where no Valid Claims are applicable to the Finished Product under the Xenova Patents licensed to QLT under Section 8.4 in the country of sale on the date of Commercial Launch of the Finished Product therein, the royalties hereunder shall be earned and payable for such country for a period of 10 years commencing on the date of Commercial Launch of the Finished Product therein, provided that in respect of [*]* Agreement, (B) [ ]* if the Ipsen MC4 [ ]* is delivered by Ipsen to Licensee pursuant to Section 2.11.1 if, at any time after the [ ]* following the date during such 10 year period, there is a [*] for such portion of the MC4 [ 10 year period, whether all or part, that [*]* Agreement and such Ipsen MC4 Product in a formulation consisting of the Ipsen MC4 [ ]* is used by Licensee in [ ]* or (C) [ ]* if neither of the foregoing clauses (A) and (B) is applicable. For purposes of clarification, the determination of the amount of royalties * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. due Ipsen pursuant to this Section 4.1 shall be made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis. Payment of royalties due to Ipsen pursuant to this Article 4 shall be made in accordance with the provisions of Article 5 hereof.