Common use of Royalty Clause in Contracts

Royalty. As consideration for the licenses granted in Section 2, Licensee shall pay Gilead the following royalties on Net Sales of Product in the Territory for the duration of the Royalty Term: (a) 7% of Net Sales of Sof Product in the Territory. (b) 7% of the portion of Sof Combination Product other than Sof/LDV Product Net Sales attributable to the Sof component of such Sof Combination Product in the Territory, as determined in accordance with Section 4.2. In addition, to the extent any such Sof Combination Product also contains LDV, Licensee will also pay Gilead 7% of the portion of Sof Combination Product (other than Sof/LDV Product) Net Sales attributable to the LDV component of such Sof Combination Product in the Territory, as determined in accordance with Section 4.2. (c) 7% of Net Sales of Sof/LDV Product in the Territory. (d) 7% of Net Sales of LDV Product in the Territory. (e) 7% of the portion of LDV Combination Product Net Sales attributable to the LDV component of such LDV Combination Product in the Territory, as determined in accordance with Section 4.2. (f) No royalties will be owed on Licensee’s sale of API to other Licensed Product Suppliers, provided such Licensed Product Supplier has executed an agreement with Gilead requiring such Licensed Product Supplier to pay Gilead royalties on finished Product containing such API. (g) Royalties on sales of Product to Gilead Distributors will be based on Licensee’s invoice price to such Gilead Distributor. (h) On a Product by Product and country by country basis, if there is no Product Patent (as defined below) owned or controlled by Gilead (or its Affiliates) in India or the country in which such Product is sold, and if there is no reasonable possibility of obtaining such a Product Patent within a reasonable period of time (for example, through pending patent applications, the filing of patent applications, or by legal action (including appeals)) in India or the country in which such Product is sold, then Gilead agrees to negotiate in good faith a reduction on the royalty due with respect to such Product under this Agreement on a country by country basis. As used in this Agreement, “Product Patent” shall mean any patent or patent application claiming any Product or any API contained in such Product, including any patent or patent application claiming the composition of matter for such Product or API, or their formulation, or any patent or patent application claiming the method of use or method of manufacture with respect to such Product or such API.

Royalty. As In consideration for of the licenses rights granted in Section 2AOI under this Agreement, Licensee AOI shall pay Gilead the following royalties on to Procept a royalty of eight percent (8%) of Net Sales of Product in the Territory for the duration of the Royalty Term:Licensed Products or Licensed Processes by AOI or its Affiliates or sub-sublicensees. (a) 7% On sales of Licensed Products by AOI to Affiliates or related parties which are end users of such Licensed Products the value of Net Sales attributed under this Article 3 shall be that which would have been received in an arms-length transaction, based on sales of Sof Product in like quantity and quality products at or about the Territorytime of such transaction. (b) 7% No multiple royalties shall be payable because the use, lease or sale of the portion of Sof Combination any Licensed Product other or Licensed Process is, or shall be, covered by more than Sof/LDV Product Net Sales attributable to the Sof component of such Sof Combination Product one valid and unexpired claim contained in the Territory, as determined in accordance with Section 4.2. In addition, to the extent any such Sof Combination Product also contains LDV, Licensee will also pay Gilead 7% of the portion of Sof Combination Product (other than Sof/LDV Product) Net Sales attributable to the LDV component of such Sof Combination Product in the Territory, as determined in accordance with Section 4.2Patent Rights. (c) 7% In the event that a Licensed Product is sold in the form of a combination product containing one or more products or technologies which are themselves not a Licensed Product, the Net Sales for such combination product shall be calculated by multiplying the sales price of Sof/LDV such combination product by the fraction A/(A+B) where A is the invoice price of the Licensed Product in or the Territoryfair market value of the Licensed Product if sold to an Affiliate and B is the total invoice price of the other products or technologies or the fair market value of the other products or technologies if purchased from an Affiliate. In the case of a combination product which includes one or more Licensed Products, the Net Sales for such combination product upon which the royalty due to Procept is based shall not be less than the normal aggregate Net Sales for such Licensed Product. (d) 7% To the extent that AOI or an Affiliate is required, by order or judgment of Net Sales of LDV Product any court to obtain any license from a third party in order to practice the Territory. rights purported to be granted AOI by Procept hereunder under issued patents in such jurisdiction, then up to fifty percent (e50%) 7% of the portion royalties payable under such license in such jurisdiction may be deducted from royalties otherwise payable to Procept hereunder, provided that in no event shall the aggregate royalties payable to Procept in any semi-annual period in such jurisdiction be reduced by more than fifty percent (50%) as a result of LDV Combination Product Net Sales attributable to the LDV component any deduction, provided further that any excess deduction remaining as a result of such LDV Combination Product in the Territory, as determined in accordance with Section 4.2limitation may be carried forward to subsequent periods. (f) No royalties will be owed on Licensee’s sale of API to other Licensed Product Suppliers, provided such Licensed Product Supplier has executed an agreement with Gilead requiring such Licensed Product Supplier to pay Gilead royalties on finished Product containing such API. (g) Royalties on sales of Product to Gilead Distributors will be based on Licensee’s invoice price to such Gilead Distributor. (h) On a Product by Product and country by country basis, if there is no Product Patent (as defined below) owned or controlled by Gilead (or its Affiliates) in India or the country in which such Product is sold, and if there is no reasonable possibility of obtaining such a Product Patent within a reasonable period of time (for example, through pending patent applications, the filing of patent applications, or by legal action (including appeals)) in India or the country in which such Product is sold, then Gilead agrees to negotiate in good faith a reduction on the royalty due with respect to such Product under this Agreement on a country by country basis. As used in this Agreement, “Product Patent” shall mean any patent or patent application claiming any Product or any API contained in such Product, including any patent or patent application claiming the composition of matter for such Product or API, or their formulation, or any patent or patent application claiming the method of use or method of manufacture with respect to such Product or such API.

Royalty. As In consideration for of the licenses rights granted in Section 2AOI under this Agreement, Licensee AOI shall pay Gilead the following royalties on to Procept a royalty of eight percent (8%) of Net Sales of Product in the Territory for the duration of the Royalty Term:Licensed Products or Licensed Processes by AOI or its Affiliates or sub-sublicensees. (a) 7% On sales of Licensed Products by AOI to Affiliates or related parties which are end users of such Licensed Products the value of Net Sales attributed under this Article 3 shall be that which would have been received in an arms-length transaction, based on sales of Sof Product in like quantity and quality products at or about the Territorytime of such transaction. (b) 7% No multiple royalties shall be payable because the use, lease or sale of the portion of Sof Combination any Licensed Product other or Licensed Process is, or shall be, covered by more than Sof/LDV Product Net Sales attributable to the Sof component of such Sof Combination Product one valid and unexpired claim contained in the Territory, as determined in accordance with Section 4.2. In addition, to the extent any such Sof Combination Product also contains LDV, Licensee will also pay Gilead 7% of the portion of Sof Combination Product (other than Sof/LDV Product) Net Sales attributable to the LDV component of such Sof Combination Product in the Territory, as determined in accordance with Section 4.2Patent Rights. (c) 7% In the event that a Licensed Product is sold in the form of a combination product containing one or more products or technologies which are themselves not a Licensed Product, the Net Sales for such combination product shall be calculated by multiplying the sales price of Sof/LDV such combination product by the fraction A/(A+B) where A is the invoice price of the Licensed Product in or the Territoryfair market value of the Licensed Product if sold to an Affiliate and B is the total invoice price of the other products or technologies or the fair market value of the other products or technologies if purchased from an Affiliate. In the case of a combination product which includes one or more Licensed Products, the Net Sales for such combination product upon which the royalty due to Procept is based shall not be less than the normal aggregate Net Sales for such Licensed Product. (d) 7% To the extent that AOI or an Affiliate is required, by order or judgement of Net Sales of LDV Product any court to obtain any license from a third party in order to practice the Territory. rights purported to be granted AOI by Procept hereunder under issued patents in such jurisdiction, then up to fifty percent (e50%) 7% of the portion royalties payable under such license in such jurisdiction may be deducted from royalties otherwise payable to Procept hereunder, provided that in no event shall the aggregate royalties payable to Procept in any semi-annual period in such jurisdiction be reduced by more than fifty percent (50%) as a result of LDV Combination Product Net Sales attributable to the LDV component any deduction, provided further that any excess deduction remaining as a result of such LDV Combination Product in the Territory, as determined in accordance with Section 4.2limitation may be carried forward to subsequent periods. (f) No royalties will be owed on Licensee’s sale of API to other Licensed Product Suppliers, provided such Licensed Product Supplier has executed an agreement with Gilead requiring such Licensed Product Supplier to pay Gilead royalties on finished Product containing such API. (g) Royalties on sales of Product to Gilead Distributors will be based on Licensee’s invoice price to such Gilead Distributor. (h) On a Product by Product and country by country basis, if there is no Product Patent (as defined below) owned or controlled by Gilead (or its Affiliates) in India or the country in which such Product is sold, and if there is no reasonable possibility of obtaining such a Product Patent within a reasonable period of time (for example, through pending patent applications, the filing of patent applications, or by legal action (including appeals)) in India or the country in which such Product is sold, then Gilead agrees to negotiate in good faith a reduction on the royalty due with respect to such Product under this Agreement on a country by country basis. As used in this Agreement, “Product Patent” shall mean any patent or patent application claiming any Product or any API contained in such Product, including any patent or patent application claiming the composition of matter for such Product or API, or their formulation, or any patent or patent application claiming the method of use or method of manufacture with respect to such Product or such API.

Royalty. As consideration (i) Geron agrees to pay to ▇▇▇▇ as "earned royalties" a royalty calculated as a percentage of the Selling Price of Products in accordance with the terms and conditions of this Agreement. The royalty is deemed earned as of the earlier of the date the Product or Research Product is actually sold and paid for, the date an invoice is sent by Geron, or the date a Product or Research Product is transferred to a third party for the licenses granted any promotional reasons. The royalty shall remain in effect until no Licensed Patent remains an enforceable patent (except as extended for Therapeutic Products pursuant to Section 2, Licensee shall pay Gilead 7A) at the following royalties on Net Sales of Product in the Territory for the duration of the Royalty Termrates: (a) 7percent (* %) of the Selling Price for Therapeutic Products in the Exclusive Field; (b) percent (* %) of the Selling Price for Diagnostic Products in the Exclusive Field; (c) percent (* %) of the Selling Price for Therapeutic Products in the Nonexclusive Field; (d) percent (* %) of the Selling Price for Diagnostic Products in the Nonexclusive Field; (e) percent (* %) of the Selling Price for Research Products in the Research Products Field; and (f) between * percent and * percent (* % - * %) of Net Sales the Selling Price of Sof Products or Research Products in the Research-Related Field as appropriate to the type of product and market for such product. The parties agree to negotiate the royalty rate in good faith upon identification or discovery of a Product or Research Product in the TerritoryResearch-Related Field. (ii) Royalties on sales by Geron or its sublicensee of Products or Research Products that are neither made, used, nor sold in a country within the Patent Territory shall be subject to reduction as follows: (a) If Competing Products are sold in a country outside the Patent Territory in which Geron or its sublicensees are also selling Products or Research Products, and the total sales of the Competing Products in that country are greater than or equal to * percent (* %) of the total sales of Products or Research Products sold by Geron in that country, the royalties otherwise payable by Geron or its sublicensees to ▇▇▇▇ shall be reduced by * percent (* %). (b) 7% If Competing Products are sold in a country outside the Patent Territory in which Geron or its sublicensees are also selling Products or Research Products, and the total sales of the portion of Sof Combination Product other Competing Products in that country are greater than Sof/LDV Product Net Sales attributable or equal to the Sof component of such Sof Combination Product in the Territory, as determined in accordance with Section 4.2. In addition, to the extent any such Sof Combination Product also contains LDV, Licensee will also pay Gilead 7% * percent (* %) of the portion of Sof Combination Product (other than Sof/LDV Product) Net Sales attributable to the LDV component of such Sof Combination Product in the Territory, as determined in accordance with Section 4.2. (c) 7% of Net Sales of Sof/LDV Product in the Territory. (d) 7% of Net Sales of LDV Product in the Territory. (e) 7% of the portion of LDV Combination Product Net Sales attributable to the LDV component of such LDV Combination Product in the Territory, as determined in accordance with Section 4.2. (f) No royalties will be owed on Licensee’s sale of API to other Licensed Product Suppliers, provided such Licensed Product Supplier has executed an agreement with Gilead requiring such Licensed Product Supplier to pay Gilead royalties on finished Product containing such API. (g) Royalties on total sales of Product to Gilead Distributors will be based on Licensee’s invoice price to such Gilead Distributor. (h) On a Product Products or Research Products sold by Product and country Geron in that country, the royalties otherwise payable by country basis, if there is no Product Patent (as defined below) owned or controlled by Gilead (Geron or its Affiliates) in India or the country in which such Product is sold, and if there is no reasonable possibility of obtaining such a Product Patent within a reasonable period of time sublicensees to ▇▇▇▇ shall be reduced by * percent (for example, through pending patent applications, the filing of patent applications, or by legal action (including appeals* %)) in India or the country in which such Product is sold, then Gilead agrees to negotiate in good faith a reduction on the royalty due with respect to such Product under this Agreement on a country by country basis. As used in this Agreement, “Product Patent” shall mean any patent or patent application claiming any Product or any API contained in such Product, including any patent or patent application claiming the composition of matter for such Product or API, or their formulation, or any patent or patent application claiming the method of use or method of manufacture with respect to such Product or such API.

Royalty. As consideration for 2.1 Upon the licenses granted occurrence of the condition specified in Section 29(b)(ii) of the Employment Agreement, Licensee Company shall pay Gilead Employee a royalty as follows: Beginning with the following royalties on EXHIBIT D CONTINUES First Commercial Sale in any country, Company shall pay Employee a royalty of [****] of the Net Sales Price on all sales of Products by a Seller anywhere in the world so long as the Product, its manufacture, use or sale is covered by a Valid Claim of any Patent Right owned by or licensed exclusively to Company. 2.2 If a Seller sells any Product in a bona fide sale as a component of a combination of active functional elements, the Territory for the duration Gross Sales Price of the Royalty Term: (a) 7% Product shall be determined by multiplying the Gross Sales Price of Net the combination by the fraction A over A + B, in which "A" is the Gross Sales Price of Sof the Product portion of the combination when sold separately during the Accounting Period in the Territorycountry in which the sale was made, and "B" is the Gross Sales Price of the other active elements of the combination sold separately during said Accounting Period in said country. In the event that no separate sale of either such Product or active elements of the combination is made during said Accounting Period in said country, the Gross Sales Price of the Product shall be determined by multiplying the Gross Sales Price of such combination by the fraction C over C + D, in which "C" is the standard fully-absorbed cost of the Product portion of such combination, and "D" is the sum of the standard fully-absorbed costs of the other active elements component(s), such costs being arrived at using the standard accounting procedures of Company which will be in accord with United States generally accepted accounting principles. 2.3 If a Seller commercially uses or disposes of any Product by itself (b) 7% as opposed to a use or disposition of the portion Product as a component of Sof Combination Product a combination of active functional elements) other than Sof/LDV in a bona fide sale to a bona fide Customer, the Gross Sales Price hereunder shall be the price which would be then payable in an arm's length transaction with such a Customer. If a Seller commercially uses or disposes of any Product Net Sales attributable to the Sof as a component of such Sof Combination a combination of active functional elements other than in a bona fide sale to a bona fide Customer, the Gross Sales Price of the Product in the Territory, as shall be determined in accordance with Section 4.2. In addition, to the extent any such Sof Combination Product also contains LDV, Licensee will also pay Gilead 7% of the portion of Sof Combination Product (other than Sof/LDV Product) Net Sales attributable to the LDV component of such Sof Combination Product in the Territory, as determined in accordance with Section 4.2. paragraph (c) 7% above, using as the Gross Sales Price of Net Sales the combination that price which would be then payable in an arm's length transaction. A "commercial use or disposition" of Sof/LDV a Product does not include (i) the use of a Product for research, clinical testing or educational purposes for which no payment is made to or received by the Company or (ii) a disposition of a Product which, in the Territoryopinion of the Company, is damaged, obsolete or not usable for the purposes intended and for which no payment is made to or received by the Company. (d) 7% of Net Sales of LDV Product 2.4 In the event that the royalty paid to Employee is a significant factor in the Territory. (e) 7% return realized by Company so as to diminish Company's capability to respond to competitive pressures in the market, Employee agrees to consider a reasonable reduction in the royalty paid to Employee as to each such Product for the period during which such market condition exists. Factors determining the size of the portion reduction will include profit margin on Product and on analogous or competitive products, prices of LDV Combination competitive products, total prior sales by Company, and Company's expenditures in Product Net Sales attributable development. ----------------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES ACT OF 1934, AS AMENDED. EXHIBIT D CONTINUES 2.5 The payments due under this Exhibit D shall, if overdue, bear interest until payment at a per annum rate equal to one percent (1%) above the LDV component 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 LDV Combination Product in interest shall not preclude Employee from exercising any other rights it may have as a consequence of the Territory, as determined in accordance with Section 4.2lateness of any payment. (f) No royalties will be owed on Licensee’s sale of API to other Licensed Product Suppliers, provided such Licensed Product Supplier has executed an agreement with Gilead requiring such Licensed Product Supplier to pay Gilead royalties on finished Product containing such API. (g) Royalties on sales of Product to Gilead Distributors will be based on Licensee’s invoice price to such Gilead Distributor. (h) On a Product by Product and country by country basis, if there is no Product Patent (as defined below) owned or controlled by Gilead (or its Affiliates) in India or the country in which such Product is sold, and if there is no reasonable possibility of obtaining such a Product Patent within a reasonable period of time (for example, through pending patent applications, the filing of patent applications, or by legal action (including appeals)) in India or the country in which such Product is sold, then Gilead agrees to negotiate in good faith a reduction on the royalty due with respect to such Product under this Agreement on a country by country basis. As used in this Agreement, “Product Patent” shall mean any patent or patent application claiming any Product or any API contained in such Product, including any patent or patent application claiming the composition of matter for such Product or API, or their formulation, or any patent or patent application claiming the method of use or method of manufacture with respect to such Product or such API.

Royalty. As consideration for the licenses granted in Section 2, Licensee shall pay Gilead Cytocom the following royalties on Net Sales of Product in the Territory for the duration of the Royalty Term: (a) 71% of Net Sales of Sof NTX Product in the Territory. (b) 71% of the portion of Sof NTX Combination Product other than SofNTX/LDV M▇▇▇ Product Net Sales attributable to the Sof NTX component of such Sof NTX Combination Product in the Territory, as determined in accordance with Section 4.2. In addition, to the extent any such Sof NTX Combination Product also contains LDVM▇▇▇, Licensee will also pay Gilead 7Cytocom 1% of the portion of Sof NTX Combination Product (other than SofNTX/LDV M▇▇▇ Product) Net Sales attributable to the LDV M▇▇▇ component of such Sof NTX Combination Product in the Territory, as determined in accordance with Section 4.2. (c) 71% of Net Sales of SofNTX/LDV M▇▇▇ Product in the Territory. (d) 71% of Net Sales of LDV M▇▇▇ Product in the Territory. (e) 71% of the portion of LDV M▇▇▇ Combination Product Net Sales attributable to the LDV M▇▇▇ component of such LDV M▇▇▇ Combination Product in the Territory, as determined in accordance with Section 4.2. (f) No royalties will be owed on Licensee’s sale of API to other Licensed Product Suppliers, provided such Licensed Product Supplier has executed an agreement with Gilead Cytocom requiring such Licensed Product Supplier to pay Gilead Cytocom royalties on finished Product containing such API. (g) No royalties shall be owed on Licensee’s sale of Products for use in animals in the Territory or United States. (h) Royalties on sales of Product to Gilead Cytocom Distributors will be based on Licensee’s invoice price to such Gilead Cytocom Distributor. (hi) On a Product by Product and country by country basis, if there is no Product Patent (as defined below) owned or controlled by Gilead Cytocom (or its Affiliates) in India Africa, Central America, South America and Caribbean or the country in which such Product is sold, and if there is no reasonable possibility of obtaining such a Product Patent within a reasonable period of time (for example, through pending patent applications, the filing of patent applications, or by legal action (including appeals)) in India Africa, Central America, South America and Caribbean or the country in which such Product is sold, then Gilead Cytocom agrees to negotiate in good faith a reduction on the royalty due with respect to such Product under this Agreement on a country by country basis. As used in this Agreement, “Product Patent” shall mean any patent or patent application claiming any Product or any API contained in such Product, including any patent or patent application claiming the composition of matter for such Product or API, or their formulation, or any patent or patent application claiming the method of use or method of manufacture with respect to such Product or such API.