Common use of Royalty Stacking Clause in Contracts

Royalty Stacking. (a) If (i) the Licensee or a sub-licensee considers it necessary to obtain a licence from any Third Party (a “Third Party Licence”) in order to avoid infringing such Third Party’s patents solely in the exercise of the Licensee’s or sub-licensee’s rights to develop, research, manufacture, have manufactured, use market, sell, have sold, supply, import, and export a Licensed Product, and (ii) the Third Party Licence provides that the Licensee or sub-licensee shall pay such Third Party a royalty calculated as a percentage of the invoiced price of a Licensed Product (a “Third Party Royalty”), and (iii) the Licensee notifies the Licensor within [***] of entering into the Third Party Licence, then the Third Party Royalty payable on each Licensed Product shall be deducted from the royalties on Net Sales payable under this Agreement, provided that the amount of royalty payable by the Licensee to the Licensor under clause 3.5 in any Calendar Quarter shall not be reduced by more than the [***] by virtue of this clause 3.9. (b) The Parties acknowledge and agree that: (i) The deductions referred to in this clause shall only be made where (and to the extent that) the technology that is the subject of the Licensed Intellectual Property cannot be used in accordance with the provisions of this Agreement without infringing the patents that are the subject of the Third Party Licence (and shall not be made in respect of any other third party technology or intellectual property that the Licensee chooses to use in the manufacture or sale of any Licensed Product); and (ii) This clause does not provide for any reduction in the Net Sales royalties payable by the Licensee in the event that the Licensee considers it necessary to obtain any Third Party Licence in order to avoid infringing any Third Party patents in the course of the development, manufacture or sale of any Know-How Product.

Royalty Stacking. (a) If (i) The parties recognize and agree that, in order for Licensee and/or its Sublicensees to develop and commercialize the Licensed Technology and/or Licensed Product within the Field of Use and Territory, it may be necessary for Licensee and/or its Sublicensees to make use of and/or incorporate multiple elements of third party intellectual property from multiple sources. Licensee will determine, acting reasonably and in good faith, which elements of third party intellectual property are required for the development and commercialization of the Licensed Technology and/or Licensed Product. Royalty payments or license fees may be required to be paid by Licensee and/or its Sublicensees to third parties if intellectual property owned by a sub-licensee considers it necessary third party is required for the commercialization of the Licensed Technology and/or Licensed Products in the Field of Use and Territory. All commercially reasonable payments to third parties that Licensee and/or its Sublicensees are required to pay to obtain licenses or other rights to use or incorporate third party intellectual property or products that are required for the development and commercialization of a licence from any Third Party (a “Third Party Licence”) in order to avoid infringing such Third Party’s patents solely Licensed Technology and/or Licensed Product in the exercise of Field Of Use and Territory will be creditable in the Licensee’s year they are paid by Licensee and/or its Sublicensees against royalties otherwise owed to Licensor hereunder in that same year for that same Licensed Technology or sub-licensee’s rights to develop, research, manufacture, have manufactured, use market, sell, have sold, supply, import, and export a Licensed Product, and (ii) the Third Party Licence provides provided that the Licensee or sub-licensee shall pay such Third Party a royalty calculated as a percentage of the invoiced price of a Licensed Product (a “Third Party Royalty”), and (iii) the Licensee notifies the Licensor within [***] of entering into the Third Party Licence]; provided, then the Third Party Royalty payable on each Licensed Product shall that in no one year will such expenses be deducted from the royalties on Net Sales payable under this Agreement, provided that the amount of royalty payable by the Licensee to the Licensor under clause 3.5 in any Calendar Quarter shall not be reduced by credited against more than the [***] ]% of royalty payments otherwise owed to Licensor. In any event, in order for payments to third parties to be credited, such payments must have been commercially reasonable and have to have been made in good faith. * Confidential Information, indicated by virtue of [***], has been omitted from this clause 3.9. (b) The Parties acknowledge filing and agree that: (i) The deductions referred to in this clause shall only be made where (and to the extent that) the technology that is the subject of the Licensed Intellectual Property cannot be used in accordance filed separately with the provisions of this Agreement without infringing the patents that are the subject of the Third Party Licence (Securities and shall not be made in respect of any other third party technology or intellectual property that the Licensee chooses to use in the manufacture or sale of any Licensed Product); and (ii) This clause does not provide for any reduction in the Net Sales royalties payable by the Licensee in the event that the Licensee considers it necessary to obtain any Third Party Licence in order to avoid infringing any Third Party patents in the course of the development, manufacture or sale of any Know-How Product.Exchange Commission

Royalty Stacking. If Licensee requires the in-licensing of additional technology from a third party to make and sell Licensed Products or Licensed Processes in any year of this Agreement, UFRF agrees to a reduction in royalty payments (as specified in Subsection 4.2.1) by the amount of royalties actually paid by Licensee to third parties in that year under the following conditions: (a) If (i) the Licensee or a sub-licensee considers it necessary to obtain a licence from any Third Party (a “Third Party Licence”) in order to avoid infringing such Third Party’s patents solely in the exercise of the Licensee’s or sub-licensee’s rights to develop, research, manufacture, have manufactured, use market, sell, have sold, supply, import, and export a Licensed Product, and (ii) the Third Party Licence provides that the Licensee or sub-licensee shall pay such Third Party a royalty calculated as a percentage of the invoiced price of a Licensed Product (a “Third Party Royalty”), and (iii) the Licensee notifies the Licensor within [***] of entering into the Third Party Licence, then the Third Party Royalty payable on each Licensed Product UFRF shall be deducted from the royalties on Net Sales payable under this notified in writing 30 days in advance of any required in-licensing Agreement and Licensee shall provide a copy of such in-license Agreement, provided that the amount of royalty payable by the Licensee to the Licensor under clause 3.5 in any Calendar Quarter shall not be reduced by more than the [***] by virtue of this clause 3.9. (b) Licensee actually pays royalties to a third party licensor before the actual reduction in royalties paid to UFRF is applied. (c) The Parties acknowledge royalty reduction will only apply to third party technology that is in-licensed and agree thatintegrated into a Licensed Product or Licensed Process that is sold to a customer. The Royalties on Licensed Products or Licensed Processes that do not require the third party technology shall not be reduced. (d) Notwithstanding the royalty reductions allowed by this Subsection 4.2.2, the royalty paid to UFRFI on Licensed Products and Licensed Processes will never be less than [...***...] of Net Sales, even if the actual amount of royalties paid to the third party would mathematically reduce the royalty below [...***...]. (e) Royalty reductions apply on a year-to-year basis and do not carry over from one year to the next. 3. The following language shall be added to end of Subsection 2.2.2 of the License Agreement as follows: If Licensee requires the in-licensing of additional technology from a third party to allow its sublicensees to make and sell Licensed Products or Licensed Processes in any year of this Agreement, UFRF agrees to a reduction in the sublicense income payments owed to UFRF (as specified in this Section 2.2.2) by the amount paid to the third party in that year of the Agreement under the following conditions: (ia) UFRF shall be notified in writing 30 days in advance of any required in-licensing Agreement and Licensee shall provide a copy of such in-license Agreement required by Sublicensee. (b) Licensee actually makes the payments to a third party licensor before the actual reduction in payments made to UFRF is applied. (c) The deductions referred payment reduction will only apply to in this clause shall only be made where (and to the extent that) the third party technology that is the subject of the in-licensed and integrated into a Licensed Intellectual Property canProduct or Licensed Process. Sublicense income payments that do not be used in accordance with the provisions of this Agreement without infringing the patents that are the subject of the Third Party Licence (and shall not be made in respect of any other correspond to third party technology or intellectual property that the Licensee chooses to use in the manufacture or sale of any Licensed Product); and (ii) This clause does not provide for any reduction in the Net Sales royalties payable by the Licensee in the event that the Licensee considers it necessary to obtain any Third Party Licence is required in order to avoid infringing any Third Party patents in make and sell Licensed Products and Licensed Processes shall not apply to payment reduction under this Subsection 2.2.2. (d) Notwithstanding the course royalty reductions allowed by this Subsection 2.2.2, the sublicense income payments made to UFRFI will never be less than [...***...], even if the actual amount of sublicense income payments made to the third party would mathematically reduce the sublicense income payments below [...***...]%. (e) Sublicense income payment reductions apply on a year-to-year basis and do not carry over from one year to the next. 4. All other provisions of the developmentLicense Agreement shall remain in full force and effect and unmodified by this Amendment. 5. This amendment shall be executed in duplicate and shall be referred to as the Third Amendment. By: /s/ ▇▇▇▇▇ ▇. Day By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. Day Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Director of Technology Licensing Title: President Date: June 11, manufacture or sale 2009 Date: June 8, 2009 This Agreement, effective April 26, 2010, is between the University of any KnowFlorida Research Foundation, Inc., a not-How Productfor-profit corporation duly organized and existing under the laws of the State of Florida and having its principal office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Gainesville, Florida 32611 U.S.A. (hereinafter referred to as “UFRF), and Myriant Technologies LLC, a company duly recognized under the laws of the State of Delaware, and having its principle office at ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as “Assignee”).

Royalty Stacking. Royalty stacking under this Section 5.b shall not apply to any Licensed Product that is subject to the Earned Royalty rates due under Section 5.a.(2). If, during the Royalty Term, Licensee [***] takes a royalty-bearing license under patent rights owned by a Third Party to make, use, offer to sell, sell or import any Licensed Product in a jurisdiction in the Territory such that the aggregate royalty rate owed by Licensee to all parties (including Licensor) exceeds the sum of (1) the applicable Earned Royalty Rate plus (2) [***], then Licensee may deduct from any Earned Royalty on a Licensed Product due under Section 5.(a).(1), on the Net Sales of such Licensed Products in that jurisdiction the royalties actually paid by Licensee to each such Third Party for such Licensed Product, provided that in no event will the Earned Royalty paid by Licensee to Licensor be less than [***]. For example, if in a given Quarterly Period, Net Sales equaled $[***], and Licensee had taken a royalty-bearing license that required it to pay a [***]% royalty to a Third Party, then the provisions of this subsection shall be applied to Licensed Products subject to an Earned Royalty rate under Section 5.a.(1) as follows: (a) If for Net Sales up to $[***], (i) the Licensee or a sub-licensee considers it necessary Earned Royalty rate payable to obtain a licence from any Third Party (a “Third Party Licence”) in order to avoid infringing such Third Party’s patents solely in the exercise of the Licensee’s or sub-licensee’s rights to develop, research, manufacture, have manufactured, use market, sell, have sold, supply, import, and export a Licensed Product, Licensor is [***]% and (ii) the Third Party Licence provides that the Licensee or sub-licensee shall pay such Third Party a royalty calculated as a percentage Earned Royalty (after application of the invoiced price of a Licensed Product (a “Third Party Royalty”)this subsection) would be $[***], and (iiib) for the Licensee notifies the Licensor within $[***] of entering into the Third Party Licence, then the Third Party Royalty payable on each Licensed Product shall be deducted from the royalties on in Net Sales payable under this Agreement, provided that the amount of royalty payable by the Licensee to the Licensor under clause 3.5 in any Calendar Quarter shall not be reduced by more than the above $[***] by virtue of this clause 3.9. (b) The Parties acknowledge and agree that: ], (i) The deductions referred to in this clause shall only be made where (the Earned Royalty rate for is [***]% and to the extent that) the technology that is the subject of the Licensed Intellectual Property cannot be used in accordance with the provisions of this Agreement without infringing the patents that are the subject of the Third Party Licence (and shall not be made in respect of any other third party technology or intellectual property that the Licensee chooses to use in the manufacture or sale of any Licensed Product); and (ii) This clause does the Earned Royalty (after application of this subsection) would be $[***]. The provisions in this subsection shall not provide apply (A) to royalties paid by Licensee to one or more Third Parties for any reduction the rights to include Third Party compounds or active ingredients in the combination products or (B) to Earned Royalties paid on Net Sales royalties payable by the Licensee in the event that the Licensee considers it necessary any country in which there is no Valid Claim pursuant to obtain any Third Party Licence in order to avoid infringing any Third Party patents in the course of the development, manufacture or sale of any Know-How ProductSection 5.a(2) above.

Royalty Stacking. (a) If (i) On a jurisdiction-by-jurisdiction and Licensed Product-by-Licensed Product basis, if NeuroBo or any of its Approved Sublicensees, as applicable, determine in good faith and in the Licensee or a sub-licensee considers exercise of reasonable business judgment that it is necessary to obtain a licence license from any Third Party (other than to NeuroBo, any Approved Sublicensees, or any Affiliates of either of the foregoing) to a Patent controlled by such Third Party (a “Third Party LicenceLicense”) in order to avoid infringing exploit any Licensed Product as provided in this Agreement, and only if and for the duration that NeuroBo is required to make a payment under a Third Party License for such Licensed Product in such jurisdiction then the Royalties payment that would otherwise be due to Dong-A for such Licensed Product in such jurisdiction in any calendar quarter pursuant to Section 8.3(a) shall be reduced by the royalty payment that NeuroBo or any of its Approved Sublicenses have paid or must pay to such Third Party in such calendar quarter in consideration for such Third Party License. For the avoidance of any doubt, notwithstanding any of the foregoing, (i) there shall be no reduction pursuant to this Section 8.3(d) for any lump sum license fees, milestone payments, minimum annual royalties in excess of accrued royalties payments, any amounts paid for past infringement of any Third Party’s patents solely 's rights, or any amount not paid for rights required to permit NeuroBo to exploit the Licensed Product in the exercise of the Licensee’s or sub-licensee’s rights to develop, research, manufacture, have manufactured, use market, sell, have sold, supply, import, and export Territory as provided in this Agreement under a Licensed Product, Third Party License and (ii) in no event shall the Third Party Licence provides that the Licensee or sub-licensee shall pay Royalties rate for such Third Party a royalty calculated as a percentage of the invoiced price of a Licensed Product (a “Third Party Royalty”), and (iii) in the Licensee notifies applicable jurisdiction in the Licensor within [***] of entering into the Third Party Licence, then the Third Party Royalty payable on each Licensed Product shall be deducted from the royalties on Net Sales payable under this Agreement, provided that the amount of royalty payable by the Licensee to the Licensor under clause 3.5 in any Calendar Quarter shall not Territory be reduced by more than the [**] such that the Royalties rate for such Licensed Product in such jurisdiction shall always be at least [**] by virtue of the original Royalties rate at the date of this clause 3.9Agreement. (b) The Parties acknowledge and agree that: (i) The deductions referred to in this clause shall only be made where (and to the extent that) the technology that is the subject of the Licensed Intellectual Property cannot be used in accordance with the provisions of this Agreement without infringing the patents that are the subject of the Third Party Licence (and shall not be made in respect of any other third party technology or intellectual property that the Licensee chooses to use in the manufacture or sale of any Licensed Product); and (ii) This clause does not provide for any reduction in the Net Sales royalties payable by the Licensee in the event that the Licensee considers it necessary to obtain any Third Party Licence in order to avoid infringing any Third Party patents in the course of the development, manufacture or sale of any Know-How Product.

Royalty Stacking. (a) If (i) Where in order to manufacture, use, market or sell Products it is legally necessary for the Licensee or a sub-licensee considers it necessary to obtain also have a licence from any a Third Party (a “Third Party Licence”other than an Affiliate) in order to avoid infringing such Third Party’s patents solely in the exercise under any Patent Rights and by reason of the Licensee’s or sub-licensee’s rights to develop, research, manufacture, have manufactured, use market, sell, have sold, supply, import, and export a Licensed Product, and (ii) the Third Party Licence provides that the Licensee or sub-licensee shall pay an agreement with such Third Party a royalty calculated as on the Net Sales Price (or similarly defined amount) is payable to such Third Party, [****]: (i) [****] (ii) the Licensee shall make available to the Licensor appropriate documentary and other evidence to verify the amount of royalties being paid under the licences giving rise to a percentage reduction of the invoiced price of a Licensed Product (a “Third Party Royalty”Royalty payable to the Licensor under Clause 3.1(a)(i), and ; (iii) the Licensee notifies the Licensor within [***] of entering into the foregoing shall apply only if any Third Party Licence, then the Third Party Royalty payable on each Licensed Product shall be deducted from the royalties on Net Sales payable under this Agreement, provided that the amount of royalty payable by whom it is legally necessary for the Licensee to obtain a licence in order to manufacture, sell, use or otherwise dispose of the Licensor under clause 3.5 Products and with whom the licensee enters into an agreement following the Agreed Date agrees that the provisions of equivalent effect to this Clause 3.2(a) apply in any Calendar Quarter shall not be reduced by more than respect of the [***] by virtue sums payable to such Third Party; and (iv) in calculating whether the Total Royalty exceeds the Royalty Cap for the purposes of this clause 3.9Clause 3.2(a), any royalties payable to sub-licensees in respect of the manufacture, use, marketing or sale of Products containing Cross Licensed Rights are to be disregarded. (b) The Parties acknowledge Where the Licensed Rights and/or Cross Licensed Rights are sub-licensed by the Licensee (or any Affiliate under a Sub-licence) together with other patents, patent applications, know-how, technology, material and/or resources owned by or under the control of the Licensee (the “Other Technology”) and agree that: the relevant Sub-licence does not apportion the amounts to be paid under that Sub-licence between the Licensed Rights and/or the Cross Licensed Rights (ion the one hand) The deductions referred to in this clause shall only be made where (and the Other Technology being licensed or sub-licensed to the extent that) sub-licensee (on the technology that is other hand), the subject amount received from the sub-licensee under the relevant Sub-licence in respect of exploitation of the Licensed Intellectual Property cannot Rights and/or the Cross Licensed Rights shall for the purposes of calculating the amounts payable to the Licensor under Clause 3.1(a)(ii) be used in accordance with the provisions of this Agreement without infringing the patents that are the subject deemed to be such proportion of the Third Party Licence total consideration payable thereunder as the parties shall agree is fair and reasonable taking into account the relative values of the licensed Rights and/or the Cross Licensed Rights (on the one hand) and shall the Other Technology being sub-licensed or licensed to the relevant sublicence (on the other hand). If at any time a dispute arises under this Clause 3.2(b) (including without limitation a failure to reach agreement in relation to the relative values of the Licensed Rights and/or the Cross Licensed Rights (on the one hand) and the Other Technology being sub-licensed or licensed to the relevant sub-licensee (on the other hand)) and the parties are not be made in respect able to resolve such dispute within thirty (30) days of any the dispute first arising, either party may elect by serving a written notice on the other third party technology or intellectual property to refer such dispute for determination to the Principal of the Licensor and the Chief Executive Officer of the Licensee. (c) The Licensee will use all reasonable endeavours to ensure that the Licensee chooses to use in Licensed Rights and the manufacture or sale of any Cross Licensed Product); and (ii) This clause does not provide for any reduction in the Net Sales royalties payable Rights are sub-licensed by the Licensee in the event that the Licensee considers it necessary to obtain (or any Third Party Licence in order to avoid infringing any Third Party patents in the course of the development, manufacture or sale of any KnowAffiliate under a Sub-How Productlicence) at normal commercial rates.

Royalty Stacking. (a) If (i) Except for MIT, as licensor under the Sister Agreement which is addressed in Section 4.01(G)(ii) below, and as set forth in Schedule 2 (Scheduled Fees), Licensee knows of no third party to whom license fees must be paid to produce any Licensed Product or a sub-licensee considers it necessary to obtain a licence from practice any Licensed Process. In the event that Licensee is required to pay Third Party (a “Third Party Licence”) in order Royalties, then Licensee may deduct an amount equal to avoid infringing such Third Party’s patents solely in the exercise of the Licensee’s or sub-licensee’s rights to develop, research, manufacture, have manufactured, use market, sell, have sold, supply, import, and export a Licensed Product, and (ii) the Third Party Licence provides that the Licensee or sub-licensee shall pay such Third Party a royalty calculated as a percentage of the invoiced price of a Licensed Product (a “Third Party Royalty”), and (iii) the Licensee notifies the Licensor within [***] percent ([***]%) of entering into the any Third Party LicenceRoyalties actually paid from any Running Royalties due Licensor hereunder (See: Section 4.01(D)) if and only if: (a) the third party is not an Affiliate of Licensee or any Permitted Sublicensee; and (b) Licensee is entitled to offset royalties owing to any such third party licensee on such sales by means of an equivalent stacking provision or one more favorable to Licensee. (ii) In the event that Licensee is obligated to pay royalties to MIT as the licensor under the Sister Agreement that are calculated on the same basis as Running Royalties for Net Sales (“Sister Royalties”) or Lump Sum Amounts for Sublicensing Revenue due to Licensor hereunder (“Sister Lump Sums”), then the Third Party Royalty payable on each Licensed Product shall be deducted from the royalties on Net Sales payable under this Agreement, provided that the Licensee may deduct an amount of royalty payable by the Licensee equal to the Licensor under clause 3.5 in any Calendar Quarter shall not be reduced by more than the [***] percent ([***]%) of such Sister Royalties from the corresponding Running Royalties and [***] percent ([***]%) of such Sister Lump Sums from the Lump Sum Amount due Licensor hereunder (for clarity, Licensee may not deduct Sister Royalties from Sister Lump Sums or vice versa) if and only if the Sister Agreement incorporates a royalty stacking or sublicensing stacking provision that entitles Licensee to offset royalties owing or sublicensing payments owing to the licensor under the Sister Agreement by virtue means of a stacking provision at least as deductive as Section 4.01(G)(ii)-(iii) of this clause 3.9Agreement. (biii) The Parties acknowledge and agree that: (i) The deductions referred to Notwithstanding the foregoing or anything else in this clause shall Agreement to the contrary, Running Royalties or Lump Sum Amounts otherwise due Licensor may never be less than [***] percent ([***]%) of the Running Royalties or Lump Sum Amounts that would be payable to University absent the effect of Sections 4.01(G)(i) and (ii). For clarification, a deduction for particular Third Party Royalties, Sister Royalties or Sister Lump Sums may only be made where (taken for such Third Party Royalties, Sister Royalties or Sister Lump Sums that are applicable and payable to the extent that) third party or MIT as the technology that is licensor under the subject of Sister Agreement, as the Licensed Intellectual Property cancase may be, during the applicable Calendar Quarter (i.e. Licensee may not be used in accordance with the provisions of this Agreement without infringing the patents that are the subject of the deduct any accrued Third Party Licence (and shall not be made in respect of any other third party technology Royalties, Sister Royalties, or intellectual property that the Licensee chooses to use in the manufacture or sale of any Licensed ProductSister Lump Sums from prior periods); and (ii) This clause does not provide for any reduction in the Net Sales royalties payable by the Licensee in . In the event that it is determined after the Effective Date that University or MIT does not own all of its right, title, and interest in the Patent Rights, and Licensee considers it necessary obtains, by license(s), assignment(s), or otherwise, rights to any third party(ies’) interest(s) in the Patent Rights, any amounts paid by Licensee to such third party(ies) to obtain any rights in any third party interest(s) in such Patent Rights will be treated as Third Party Licence in order to avoid infringing any Third Party patents in the course of the development, manufacture or sale of any Know-How ProductRoyalties.

Royalty Stacking. (a) If Liverco, its Affiliates or any Sub-Licensees in-license or acquire rights under or otherwise purchase (i) the Licensee or a sub-licensee considers it necessary to obtain a licence any Patent Rights from any Third Party (a including an obligation from such Third Party not to assert the Patent Rights in question); and/or, (ii) subject to Clause 12.9 any Patent Rights from UCLB; and/or (iii) [**] (or part thereof), and such Patent Rights, [**] (as reasonably assessed, based on such Patent Rights [**] being reasonably required) to Exploit any Royalty Product(s) and/or [**] in any way (“Third Party LicenceAccess Rights”) ), to the extent Liverco, its Affiliates or its Sub-Licensees are required to pay any consideration, royalties, monies, milestones, or other fees under or in order to avoid infringing connection with such Third Party’s patents solely in Party Access Rights applicable to any Royalty Product(s) and/or [**] Product(s) (“TP Fees”), such TP Fees (which shall be calculated as at the exercise of full rate prior to applying any stacking or deduction provisions under the Licensee’s or sub-licensee’s rights agreement applicable to develop, research, manufacture, have manufactured, use market, sell, have sold, supply, import, and export a Licensed Product, and (ii) the Third Party Licence provides Access Rights) shall be deductible from Royalties otherwise due on those Royalty Product(s) and/or [**] Product(s) subject to a maximum deduction [**] that the Licensee would otherwise be payable were it not for this Clause (“Royalty Collar”). The determination as to whether an acquisition, licence or subnon-licensee shall pay such assert amounts to Third Party a royalty calculated as a percentage of the invoiced price of a Licensed Product Access Rights shall be determined by Liverco’s intellectual property counsel and if UCLB disagree with that determination (a “Third Party Royalty”), and (iii) the Licensee notifies the Licensor which it must do within [**] of notification by Liverco) then the matter shall be referred for final determination, binding on Liverco and UCLB, to an independent intellectual property lawyer with Liverco and UCLB each bearing [**] of entering into the Third Party Licence, then costs of such instruction and determination. If by virtue of the Third Party capsid gene sequence utilised in a Royalty payable on each Licensed Product shall be deducted from the royalties on Net Sales payable under this Agreement, provided that the amount of royalty payable by the Licensee to the Licensor under clause 3.5 in any Calendar Quarter shall not be reduced by more than the and/or [**] Product, such Royalty Product and/or [**] by virtue Product infringes or would infringe (in the absence of this clause 3.9. a licence) any Capsid Claims of any Patent Rights filed (bas opposed to claiming priority) The Parties acknowledge and agree that: (i) The deductions referred to in this clause shall only be made where (and to the extent that) the technology that is the subject [**] of the Licensed Intellectual Property cannot First Serotype Patent Rights identified in Part A of Schedule 2 (“Vector Patents”), then any TP Fees payable shall be used in accordance with the provisions of this Agreement without infringing the patents that are the subject of the Third Party Licence (and shall not be made in respect of any other third party technology or intellectual property that the Licensee chooses to use in the manufacture or sale of any Licensed Product); and (ii) This clause does not provide for any reduction in the Net Sales royalties payable by the Licensee in the event that the Licensee considers it necessary to obtain any Third Party Licence in order to avoid infringing any Third Party patents in the course of the development, manufacture or sale of any Know-How Product.deductible [**]