Common use of Royalty on Products Clause in Contracts

Royalty on Products. BMS will pay to CytomX a royalty on Net Sales of Products, on a Product-by-Product basis, by BMS, its Affiliates and Sublicensees in the Territory in the Field based on the Net Sales tiers and royalty rates as set forth in the table below (the “Base Royalty Rate”) (subject to any offsets or reductions set forth below in this Section 8.5). Table 2 Base Royalty Rate Portion of Total Annual Net Sales in the Territory (Determined Separately for Each Product) [***]% [***] [***]% [***] [***]% [***] [***]% [***] [***]% [***] [***]% [***] ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. For clarity, the Net Sales thresholds in the table above shall be determined on a Product-by-Product basis. [***] Notwithstanding the foregoing, subject to the last sentence of clause 8.5(f) below, in each country where there is no Valid Claim of the Product Specific Patents or CytomX Patent Rights that would be infringed by the sale of such Product in such country absent a license with respect to such Product Specific Patents or CytomX Patent Right under this Agreement, then the Base Royalty Rate (subject to any offsets or reductions set forth below in this Section 8.5) as applied to the sale of such Product in each such country shall be reduced by [***] (i.e., the Base Royalty Rate shall be [***] the rates set forth above in Table 2 above).

Royalty on Products. BMS will pay to CytomX Ambrx a royalty on Net Sales of Products, on a Product-by-Product basis, by BMS, its Affiliates and Sublicensees in the Territory in the Field based on the Net Sales tiers and royalty rates as set forth in the table below (the “Base Royalty Rate”) (subject to any offsets or reductions set forth below in this Section 8.58.4). Table 2 Base Royalty Rate Portion of Total Annual Net Sales in the Territory (Determined Separately for Each Product) [***]% Base Royalty Rate [***] [***]% [***] [***]% [***] [***]% [***] [***]% [***] [***]% [**** ] ***Certain information contained herein on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [***] [*** ] [***] [*** ] For clarity, the Net Sales thresholds in the table above shall be determined on a Product-by-Product basis. By way of example, if the Net Sales of a Product in the Territory in a particular Calendar Year are [***] the amount of royalties payable hereunder shall be calculated as follows (subject to any applicable reductions under this Section 8.4): [***]. Notwithstanding the foregoing, subject to the last sentence of clause 8.5(f) below, in each country where there is no Valid Claim of the Product Specific Ambrx Patents or CytomX Patent Rights that would be infringed by the sale of such Product in such country absent a license with respect to such Product Specific Patents or CytomX Ambrx Patent Right under this Agreement, then the Base Royalty Rate (subject to any offsets or reductions set forth below in this Section 8.58.4) as applied to the sale of such Product in each such country shall be reduced by [***] (i.e., the Base Royalty Rate shall be [***] the rates set forth above in Table 2 the table above).

Royalty on Products. BMS will pay to CytomX a royalty on Net Sales of Products, on a Product-by-Product basis, by BMS, its Affiliates and Sublicensees in the Territory in the Field based on the Net Sales tiers and royalty rates as set forth in the table below (the “Base Royalty Rate”) (subject to any offsets or reductions set forth below in this Section 8.5). ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Table 2 Base Royalty Rate Portion of Total Annual Net Sales in the Territory (Determined Separately for Each Product) [***]% [***] [***]% [***] [***]% [***] [***]% [***] [***]% [***] [***]% [***] ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. For clarity, the Net Sales thresholds in the table above shall be determined on a Product-by-Product basis. [***] Notwithstanding the foregoing, subject to the last sentence of clause 8.5(f) below, in each country where there is no Valid Claim of the Product Specific Patents or CytomX Patent Rights that would be infringed by the sale of such Product in such country absent a license with respect to such Product Specific Patents or CytomX Patent Right under this Agreement, then the Base Royalty Rate (subject to any offsets or reductions set forth below in this Section 8.5) as applied to the sale of such Product in each such country shall be reduced by [***] (i.e., the Base Royalty Rate shall be [***] the rates set forth above in Table 2 above).