Common use of Royalty Clause in Contracts

Royalty. Subject to any advance or credit provided for under this ------- Agreement, LICENSEE shall pay to LICENSOR, on a quarterly basis, as set forth in paragraph 4.1 below, a royalty which shall be based upon products sold by LICENSEE or its Affiliates or sublicensees for use in the practice of the Delivery Licensed Method and, if LICENSEE exercises its option under paragraph 2.2, the Barrier Licensed Method, and the manufacture, sale or use of which shall be covered by a valid, enforceable and unexpired claim of an issued Patent of the jurisdiction where sold (hereinafter, the "Licensed Product"). The royalty payable with respect to each Licensed Product sold within jurisdictions where a valid, enforceable and unexpired claim of an issued Patent continues to exist shall be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Upon expiration of the Licensed Patent, LICENSEE shall pay for a period of [the confidential material contained herein has been omitted and has been separately filed with the Commission] from the expiration of the Licensed Patent a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] This reduced royalty is in consideration for the ongoing contributions of LICENSOR to LICENSEE as further provided in this Agreement. Royalties will be based on the Net Invoice Price resulting from any sale of Licensed Products to third parties by LICENSEE or any of its Affiliates or sublicensees (and not sales among LICENSEE, its Affiliates or sublicensees, except as otherwise provided in the following sentence). LICENSEE shall pay a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] In those countries where the LICENSOR has a patent, the royalty will be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Notwithstanding anything to the contrary contained herein if a Licensed Product or the manufacture, sale or use thereof is covered by more than one Patent or claim within the Patents, LICENSEE shall be responsible for the payment of only one royalty.

Royalty. Subject In addition to any advance or credit provided for under this ------- the Up-Front Cash Purchase Price paid to BMS by Galen pursuant to (and as defined in) the Asset Purchase Agreement, LICENSEE Gxxxx shall pay to LICENSORBMS from the Closing Date through and including Dexxxxxr 31, 2007 (the "Royalty Term") a non-creditable and non-refundable earned royalty at the rate determined pursuant to Article 2 (the "Royalty Payments") on a quarterly basis, as set forth in paragraph 4.1 below, a royalty which Net Sales of the Product during the Royalty Term. The Royalty Payments shall be based upon products sold made directly by LICENSEE Galen to BMS. Galen's obligation to make the Royalty Payments shall bx xxxonditional and irrevocable and shall not be subject to offset or its Affiliates or sublicensees credit. Galen may arrange for use any licensee of the Product who is entitled to xxxx sales in the practice of Territory to make the Delivery Licensed Method andRoyalty Payments to BMS directly; provided, if LICENSEE exercises its option under paragraph 2.2, the Barrier Licensed Method, that Galen shall remain jointly and the manufacture, sale or use of which shall be covered by a valid, enforceable and unexpired claim of an issued Patent of the jurisdiction where sold (hereinafter, the "Licensed Product"). The royalty payable with respect to each Licensed Product sold within jurisdictions where a valid, enforceable and unexpired claim of an issued Patent continues to exist shall be [the confidential material contained herein has been omitted and has been separately filed severally responsible with the Commission.] Upon expiration of the Licensed Patent, LICENSEE shall pay for a period of [the confidential material contained herein has been omitted and has been separately filed with the Commission] from the expiration of the Licensed Patent a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] This reduced royalty is in consideration for the ongoing contributions of LICENSOR to LICENSEE as further provided in this Agreement. Royalties will be based on the Net Invoice Price resulting from any sale of Licensed Products to third parties by LICENSEE or any of its Affiliates or sublicensees (and not sales among LICENSEE, its Affiliates or sublicensees, except as otherwise provided in the following sentence). LICENSEE shall pay a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] In those countries where the LICENSOR has a patent, the royalty will be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Notwithstanding anything to the contrary contained herein if a Licensed Product or the manufacture, sale or use thereof is covered by more than one Patent or claim within the Patents, LICENSEE shall be responsible for licensex xxx the payment of only one royaltyany Royalty Payments. Galen represents and warrants that, under its agreements with LEO, Gaxxx xill be entitled to book sales of the Product from and aftxx xxx Xxxsing. Galen covenants and agrees that no termination, waiver, modification, xxxxase or amendments of, to or from its agreements with LEO will be made voluntarily by Galen from and after the Effective Daxx without the prior written conxxxx of BMS (which consent shall not be unreasonably withheld) if such change would adversely affect Galen's ability to book sales of the EXECUTION COPY Product; provided that the foregoing consent obligation shall not apply to termination by Galen of an agreement for a material breach by LEO.

Royalty. Subject As further consideration for the rights granted to any advance Buyer hereunder, commencing upon the First Commercial Sale of a Combination Product or credit provided for under this ------- Agreementa [***] in the Seller Territory, LICENSEE Buyer shall pay to LICENSORSeller a royalty of as a percentage of Net Sales of Combination Products and [***] by Seller, its Affiliates and Sublicensees in the Buyer Territory, which obligation shall expire as described below in this Section 4.1. Such royalty rate percentage shall equal: (a) [***] for Combination Products and [***] that are claimed, or the use or Manufacture of which are claimed, by Patent Rights in the Licensed Patents or Assigned Patents at the time of sale in the Buyer Territory by Buyer or its Affiliate or sublicensee; and (b) [***] for Combination Products and [***] that are not within the criteria in subsection (a) above, but that relied on Licensed Know-How or clinical data or other know-how included in the Purchased Assets to obtain regulatory approval in the Buyer Territory. Buyer acknowledges that (x) the Licensed Know-How and the information included in the Licensed Regulatory Documentation licensed to Buyer are proprietary and valuable and that without the Licensed Know-How and such information, Buyer would not be able to obtain and maintain Regulatory Approvals with respect to the Combination Products, (y) access to the Licensed Know-How and the rights with respect to the Licensed Regulatory Documentation and the other rights granted hereunder have provided Buyer with a quarterly basis, as competitive advantage in the marketplace beyond the exclusivity afforded by the Licensed Patents and Assigned Patents and the Buyer Regulatory Approvals and Documentation and (z) the royalties set forth in paragraph this Section 4.1 beloware, a in part, intended to compensate Seller for such exclusivity and such competitive advantage. The Parties agree that the royalty which shall be based upon products sold by LICENSEE or its Affiliates or sublicensees for use rate set forth in the practice this Section 4.1 reflects an efficient and reasonable blended allocation of the Delivery Licensed Method andvalue provided by Seller to Buyer. For clarity, if LICENSEE exercises its option under paragraph 2.2, the Barrier Licensed Method, and the manufacture, sale or use of which shall be covered by a valid, enforceable and unexpired claim of an issued Patent of the jurisdiction where sold (hereinafter, the "Licensed Product"). The royalty payable with respect to each Licensed Product sold within jurisdictions where a valid, enforceable and unexpired claim of an issued Patent continues to exist shall be 1) [the confidential material contained herein has been omitted and has been separately filed with the Commission.***] Upon expiration of the Licensed Patent, LICENSEE shall pay for a period of [the confidential material contained herein has been omitted and has been separately filed with the Commission] from the expiration of the Licensed Patent a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] This reduced royalty is in consideration for the ongoing contributions of LICENSOR to LICENSEE as further provided in this Agreement. Royalties will be based on the Net Invoice Price resulting from any sale of Licensed Products to third parties by LICENSEE or any of its Affiliates or sublicensees (and not sales among LICENSEE, its Affiliates or sublicensees, except as otherwise provided in the following sentence). LICENSEE shall pay a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] In those countries where the LICENSOR has a patent, the no royalty will be owed under this Article 4 for any subsequent sales of any Combination Product and (2) [***] no royalty or other payment will be owed under this Article 4 for any subsequent sales of the confidential material contained herein has been omitted and has been separately filed with the Commissionapplicable [***].] Notwithstanding anything to the contrary contained herein if a Licensed Product or the manufacture, sale or use thereof is covered by more than one Patent or claim within the Patents, LICENSEE shall be responsible for the payment of only one royalty.

Royalty. Subject to any advance or credit provided for under this ------- Agreement, LICENSEE Lessee shall pay to LICENSORLessor as royalty during the full term of this Lease compensations as follows: (a) As to ***, on a quarterly basis, as set forth in paragraph 4.1 below, a royalty which Lessee shall pay to Lessor *** received by Lessee. The said payment shall be based upon products sold by LICENSEE or deemed to embrace a payment of *** and *** as payment for the said non-exclusive license, for surface land use and for Lessee's agreement to make available to Lessor subject to License Agreement its Affiliates or sublicensees for use in the practice of the Delivery Licensed Method and, if LICENSEE exercises its option under paragraph 2.2, the Barrier Licensed Method, continuing knowledge and the manufacture, sale or use of which shall be covered by a valid, enforceable and unexpired claim of an issued Patent of the jurisdiction where sold (hereinafter, the "Licensed Product"). The royalty payable experience with respect to each Licensed Product sold within jurisdictions where a validthe *** and the right to utilize new developments or improvements thereof on the leased land; (b) ***, enforceable and unexpired claim of an issued Patent continues Lessee shall pay to exist Lessor *** received by Lessee. The said payment shall be [deemed to embrace a payment of *** as payment for the confidential said non-exclusive license, for surface land use and for Lessor's agreement to make available to Lessee subject to License Agreement its continuing knowledge and experience with respect to the *** and the right to utilize new developments or improvements thereof on the leased land; (c) The payment by Lessee to Lessor of the total compensations provided for in subparagraphs (a) and (b) hereof, when due, for the full term of this Lease is a condition to the continuation of Lessee's rights under this Lease and its right to use or occupy the leased land or any part thereof. In the event Lessee Shall *** Confidential material contained herein has been omitted redacted and has been filed separately filed with the Commission.] Upon . default under any covenant or condition of this Lease and fail to remedy such default or to commence in good faith remedy such default, if such default cannot be remedied within the notice period, Lessor shall have the right, upon expiration of the Licensed Patentsixty (60) days written notice of default, LICENSEE to terminate this Lease and all of Lessee's rights hereunder. The term ***. Lessee shall pay to Lessor royalty on the last day of each month for a period of [accrued royalties for the confidential material contained herein has been omitted and has been separately filed with preceding calendar month. If the Commission] geothermal resources produced from the expiration leased land are insufficient for operation of Lessee's plant or plants at a ***, at the Licensed Patent a request of Lessee, Lessor may supply geothermal resources from other land and the ***% royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] This reduced rate shall apply to ***. If Lessor is unable to provide sufficient geothermal resources, Lessee may secure geothermal resources from other lands without paying royalty is in consideration for the ongoing contributions of LICENSOR to LICENSEE as further provided in this Agreement. Royalties will be based Lessor on the Net Invoice Price resulting from geothermal resources so secured. Lessee shall have the right to *** and to pay Lessor's royalty ***. Lessee shall not be required to pay royalty on any sale of Licensed Products to third parties by LICENSEE or any of its Affiliates or sublicensees (and not sales among LICENSEE, its Affiliates or sublicensees, except as otherwise provided in the following sentence). LICENSEE shall pay a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission***.] In those countries where the LICENSOR has a patent, the royalty will be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Notwithstanding anything to the contrary contained herein if a Licensed Product or the manufacture, sale or use thereof is covered by more than one Patent or claim within the Patents, LICENSEE shall be responsible for the payment of only one royalty.

Royalty. Subject to any advance or credit provided for under this ------- Agreement, LICENSEE RMTI shall pay to LICENSOR, Charak a Royalty ("Royalty") based on a quarterly basisRMTI's average actual selling price of Licensed Products, as particularly specified herein, where the selling price of Licensed Products exceeds [* *], at rates set forth in paragraph 4.1 below, a royalty which shall be based upon products sold by LICENSEE or its Affiliates or sublicensees for use in the practice of the Delivery Licensed Method and, if LICENSEE exercises its option under paragraph 2.2the selling price of Licensed Products is below [* *], the Barrier RMTI shall pay Charak a Royalty ("Royalty") based on RMTI's Revenue Advantage, which will be based on RMTI's increase in per unit revenue, received by RMTI, for liquid and dry dialysate products which embody Licensed Method, and the manufacture, sale or use of which shall be covered by a valid, enforceable and unexpired claim of an issued Patent of the jurisdiction where sold Technology (hereinafter, the "Licensed ProductProducts") with respect to the per unit revenue received by RMTI in that country for liquid and dry dialysate products that do not embody Licensed Technology ("Conventional Products"). The royalty Royalty Rate to be used in calculating Royalty payable with respect to CHARAK for each country or territory in which Licensed Product Products are sold within jurisdictions by RMTI at per-drum sales prices of [* *], for sales of Licensed Products at per-drum prices between [* *] and for per drum sales prices of Licensed Products less than [* *] of the prevailing RMTI Revenue Advantage, in countries where the Licensed Products are covered by patents which have not expired or been invalidated or held unenforceable by a validcourt of competent jurisdiction, enforceable and unexpired claim in countries where the Licensed Products are subject to a grant of an issued Patent continues to exist regulatory exclusivity. In all other countries or territories, and after any or all patents included in Licensed Technology have expired or regulatory exclusivity has expired, the corresponding Royalty Rates shall be reduced to [* *]. The Revenue Advantage Royalty will be calculated by using the confidential material contained herein has been omitted and has been separately filed with increase in the Commission.] Upon expiration "average actual selling price" of Licensed Products over the "base average actual selling price" of Conventional Products, on a 55-gallon drum equivalent basis ("a unit") in each country or territory where Licensed Products are sold. The "average actual selling price" of the Licensed Patent, LICENSEE shall pay for Products in a period of [given country is the confidential material contained herein has been omitted weighted average actual gross invoice price received by RMTI per unit sold to independent and has been separately filed with the Commission] from the expiration of the Licensed Patent a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] This reduced royalty is in consideration for the ongoing contributions of LICENSOR to LICENSEE as further provided in this Agreement. Royalties will be based on the Net Invoice Price resulting from any sale of Licensed Products to unrelated third parties by LICENSEE in or any of its Affiliates or sublicensees (and not sales among LICENSEE, its Affiliates or sublicensees, except as otherwise provided in the following sentence). LICENSEE shall pay a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] In those countries where the LICENSOR has a patent, the royalty will be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Notwithstanding anything to the contrary contained herein if a Licensed Product or the manufacture, sale or use thereof is covered by more than one Patent or claim within the Patents, LICENSEE shall be responsible for the payment of only one royalty.that

Royalty. Subject Licensee shall pay Universal a "Royalty" of the percentage set forth on the applicable Schedule(s) of one hundred percent (100%) of the Royalty Base Price for all Licensed Article(s) sold, reducible solely by: (a) deductions for verifiable cash and/or credit returns for defective merchandise; and (b) verifiable volume discounts actually granted by Licensee in the normal course of business in an amount not to exceed *** percent (***%) of the Royalty Base Price. Notwithstanding the foregoing, Licensee shall further be permitted to deduct actual cash and/or credit returns for fully-functional, commercially-viable returned Licensed Article(s) which, following such merchandise's return to Licensee by its customers (and the full credit or refund by Licensee of any amounts paid by such customer(s) with respect thereto), is repackaged and resold by Licensee in the normal course of business as "B stock" product which does not in any way utilize and/or incorporate the applicable Universal Property (subject to Universal's full reasonable satisfaction as to such removal and/or non-use of the Universal Property) (the "Resold Merchandise") provided, however, that such Resold Merchandise shall not account for more than *** percent (***%) of the total sales of the Licensed Article(s) to any advance of Licensee's customers. (In the event that any returned, but otherwise fully-functional, commercially-viable Licensed Article(s) are not re-distributed as Resold Merchandise, then all of the provisions of this Paragraph, specifically regarding the payment of the Royalty(ies) set forth in the applicable Schedule(s) thereon, shall continue to apply.) All such deductions and discounts shall be documented (on a per transaction basis and not on an aggregate sales basis) to the full satisfaction of Universal in each applicable Royalty Statement. The "Royalty Base Price" is defined as no less than Licensee's regular, full, "top-of-the-line", in-territory delivered wholesale price without deduction of any sort whatsoever. (Notwithstanding the foregoing, in the event that Licensee shall be permitted to sell any Licensed Article(s) directly to the consumer, via any means, then the Royalty Base Price with respect to such Licensed Article(s) shall be defined as no less than Licensee's regular, full, "top-of-the-line" in territory delivered retail price without deduction of any sort whatsoever.) Licensee agrees that it shall invoice each Licensed Article sold and shall sell the Licensed Article(s) solely on a cash or credit provided basis (with credit deemed the same as cash for under this ------- Agreementpurposes hereof). Licensee shall not sell and ship Licensed Article(s) "FOB" (freight on board) unless it verifies the actual cost of shipping and insurance and adds such amount to the price before computing and paying the Royalty to Universal or unless a separate Royalty rate is specified in the applicable Schedule. Notwithstanding the foregoing, LICENSEE Universal agrees that, in the event that Licensee's wholesale price of the Licensed Article(s) to any of its customers does not incorporate shipping/freight charges and insurance fees (collectively, "Shipping Costs"), and such Shipping Costs are incurred by Licensee's customers as separately itemized charges, then Licensee shall pay be permitted to LICENSORdeduct such Shipping Costs from the cost of the Licensed Article(s) prior to computing the Royalties required thereon. Licensee agrees, however, that no such deductions for Shipping Costs shall be permitted for any sales of the Licensed Article(s) to mass market retailers (i.e., Wal-Mart, Target, K-Mart, etc.) for whom Shipping Costs are customarily built into the applicable products' wholesale price. Without limiting the foregoing, Licensee shall not distribute the Licensed Article(s) without charge, on a quarterly any so-called "barter" basis, as set forth a give-away, by special sale, as a premium of any kind or as a prize or attraction as part of any fund-raiser, in paragraph 4.1 belowconnection with any bundling or sampling arrangement, a royalty which CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION contest or lottery without Approval; however, such restriction shall be based upon products sold by LICENSEE or its Affiliates or sublicensees for use in the practice of the Delivery Licensed Method and, if LICENSEE exercises its option under paragraph 2.2, the Barrier Licensed Method, and the manufacture, sale or use of which shall be covered by a valid, enforceable and unexpired claim of an issued Patent of the jurisdiction where sold (hereinafter, the "Licensed Product"). The royalty payable with respect not limit Licensee's right to each Licensed Product sold within jurisdictions where a valid, enforceable and unexpired claim of an issued Patent continues to exist shall be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Upon expiration make available reasonable quantities of the Licensed PatentArticle(s) to its dealers and sales representatives for product demonstration purposes at no cost. The amount paid to Universal as a Royalty on any sale to other licensees of any Universal Entity or to Universal's or Licensee's parent, LICENSEE subsidiaries or affiliates shall pay for a period of [in no event be less than the confidential material contained herein has been omitted and has been separately filed with the Commission] from the expiration of the Licensed Patent a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] This reduced royalty is in consideration for the ongoing contributions of LICENSOR amounts paid on sales to LICENSEE as further provided in this Agreementcustomers not related to Licensee or Universal. Royalties will shall not be based payable on the Net Invoice Price resulting from any sale of Licensed Products samples required to third parties by LICENSEE or any of its Affiliates or sublicensees (and not sales among LICENSEE, its Affiliates or sublicensees, except as otherwise be provided in the following sentence). LICENSEE shall pay a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commissionto Universal hereunder.] In those countries where the LICENSOR has a patent, the royalty will be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Notwithstanding anything to the contrary contained herein if a Licensed Product or the manufacture, sale or use thereof is covered by more than one Patent or claim within the Patents, LICENSEE shall be responsible for the payment of only one royalty.

Royalty. Subject to any advance or credit provided for under this ------- Agreement, LICENSEE shall Auxilium will pay to LICENSOR, BTC on a quarterly basis, as set forth in paragraph 4.1 below, country-by-country and Product by Product basis a royalty which shall be based upon products sold by LICENSEE or its Affiliates or sublicensees for use payment of <OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION> percent (<OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION> %) of Net Sales of Products in the practice of the Delivery Licensed Method and, if LICENSEE exercises its option under paragraph 2.2, the Barrier Licensed Method, and the manufacture, sale or use of which shall be covered by a valid, enforceable and unexpired claim of an issued Patent of the jurisdiction where sold (hereinafter, the "Licensed Product"). The royalty payable with respect to each Licensed Product sold within jurisdictions where a valid, enforceable and unexpired claim of an issued Patent continues to exist shall be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Upon expiration of the Licensed Patent, LICENSEE shall pay for a period of [the confidential material contained herein has been omitted and has been separately filed with the Commission] from the expiration of the Licensed Patent a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] This reduced royalty is in consideration Field for the ongoing contributions Term in respect of LICENSOR to LICENSEE as further provided in this Agreement. Royalties will be based on the Net Invoice Price resulting from any sale of Licensed Product Manufactured by or on behalf of BTC. In the event BTC elects not to exercise the Supply Option, Auxilium will pay BTC on a country-by-country and Product by Product basis a royalty payment equal to <OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION> percent (<OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION> %) of Net Sales of Products to third parties by LICENSEE or any of its Affiliates or sublicensees (and not sales among LICENSEE, its Affiliates or sublicensees, except as otherwise provided in the following sentenceField for the Term, provided, however, that in the event BTC exercises the Supply Option and Auxilium thereafter exercises its Stand-By Rights pursuant to Section 6.4 (d) (formerly 6.4(c). LICENSEE shall pay a royalty ) of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] In those countries where the LICENSOR has a patentAgreement, the royalty will be [the confidential material contained herein has been omitted <OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION> % Royalty payable hereunder shall not apply for so long as and has been separately filed with the Commission.] Notwithstanding anything to the contrary contained herein if a Licensed extent BTC fails to supply ordered commercial quantities of the Product, i.e., the <OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION> % Royalty shall not be payable on that portion of Product or ordered from and supplied by the manufacture, sale or use thereof is covered Back-Up Suppliers up to the quantity of Product ordered from but not supplied by more than one Patent or claim within the Patents, LICENSEE shall BTC. Any royalty payable hereunder may be responsible for the payment of only one royalty.reduced as follows:

Royalty. Subject to any advance or credit provided for under this ------- Agreement, LICENSEE Licensee shall pay to LICENSORLicensor an earned royalty of [***] on Net Sales of Licensed Product, on a quarterly Licensed Product-by-Licensed Product and country-by-country basis, as set forth where there is at least one Valid Claim of a Licensed Patent Covering such Licensed Product in paragraph 4.1 below, a such country at the time of first marketing approval. Such royalty which shall be based upon products sold by LICENSEE continue until the longer of: (a) expiry or its Affiliates or sublicensees for use in the practice end of the Delivery Licensed Method and, if LICENSEE exercises its option under paragraph 2.2, the Barrier Licensed Method, and the manufacture, sale or use of which shall be covered by last Valid Claim within a valid, enforceable and unexpired claim of an issued Patent of the jurisdiction where sold (hereinafter, the "Licensed Product"). The royalty payable with respect to each Licensed Product sold within jurisdictions where a valid, enforceable and unexpired claim of an issued Patent continues to exist shall be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Upon expiration of the Licensed Patent, LICENSEE shall pay for a period of [the confidential material contained herein has been omitted and has been separately filed with the Commission] from the expiration of the Licensed Patent a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] This reduced royalty is in consideration for the ongoing contributions of LICENSOR to LICENSEE as further provided in this Agreement. Royalties will be based on the Net Invoice Price resulting from any sale of Licensed Products to third parties by LICENSEE or any of its Affiliates or sublicensees (and not sales among LICENSEE, its Affiliates or sublicensees, except as otherwise provided in the following sentence). LICENSEE shall pay a royalty of [the confidential material contained herein has been omitted and has been separately filed with the Commission.] In those countries where the LICENSOR has a patent, the royalty will be [the confidential material contained herein has been omitted and has been separately filed with the Commission.] Notwithstanding anything to the contrary contained herein if that Covers a Licensed Product in such country, or (b) ten (10) years from the first marketing approval; provided that the royalty shall be reduced by [***] if payable under this clause (b) after the last Valid Claim 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. expires or ends during such ten (10) year period. For clarity, no royalty shall be owed on any Licensed Product not Covered by a Valid Claim under a Licensed Patent at the time of first marketing approval in the country in question, and further, under no circumstances shall any royalty be owed (during the term of this Agreement or thereafter) if all the Valid Claim(s) that Cover a Licensed Product in a country are held not valid, unenforceable or otherwise unpatentable. For clarity, in such event, royalties already paid by Licensee shall not be refunded by Licensor. Only one (1) royalty shall be payable on a Licensed Product, regardless of the number of Valid Claims or the manufacture, sale or use thereof is covered by more than one Patent or claim number of patent applications and patents within the PatentsLicensed Patents under which such Licensed Product has been Made, LICENSEE shall be responsible for the payment of only one royaltyUsed or Sold.