Common use of Royalty Clause in Contracts

Royalty. In addition to the Base Supply Price, RELIANT shall pay to PRONOVA for the supply of the API (including any API supplied by a Third Party Manufacturer under Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty fee. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunder, [***] percent ([***]%) of the Net Sales of the Product until midnight of the day of expiration of the last to expire of the Patents; and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Net Sales of the Product during the term of this Agreement. The royalty fees for each Additional Product, based on the Net Sales for each such Additional Product, are set out in Schedule 7.2. The royalty fees for each Additional Product shall be based [***] in respect of the license of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so that the fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the fee for the last six (6) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments due to PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, in the aggregate, exceeds the greater of (a) USD 50,000 and (b) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar year.

Royalty. In addition The royalty terms set forth in Exhibit C to the Base Supply PriceAdvanced Memory Agreement shall be amended in accordance with the following terms as provided in this Section 6.0. For the calendar years [*], RELIANT shall and [*], Elpida agrees to pay IM the Royalties according to PRONOVA for the supply of following Royalty schedule replacing the API (including Royalty Rate as provided in Exhibit C, provided that no Royalty payments will be due from Elpida during any API supplied by calendar year in which Elpida or a Third Party Manufacturer under Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty feeLicensee does not ship Products. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunder, fixed amounts for years [***] percent ([***]%) of the Net Sales of the Product until midnight of the day of expiration of the last to expire of the Patents; and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Net Sales of the Product during the term of this Agreement. The royalty fees for each Additional Product, based on the Net Sales for each such Additional Product, are set out in Schedule 7.2. The royalty fees for each Additional Product shall be based [***] in respect of the license of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products ]shall be payable to PRONOVA on a semi-annual basis, so that the fee for the first six (6) months of each Commercialization Year is payable due within thirty (30) days after of the end first quarterly report showing the shipment of this periodthe Products. Calendar Year Royalty per Year [*] [*] [*] [*] [*] [*] The [*] Royalty due shall be either [*] or [*] (i.e., the amounts are not cumulative for [*]) depending on the date of first shipment of a Product in that year. For the calendar years [*]and beyond, Elpida will pay IM Royalties according to the Royalty schedule set forth in Exhibit C of the Advanced Memory Agreement. The Elpida and [*] Cap shall be amended so that the Royalty payable by Elpida to IM shall be capped at [*] in [*] and [*] per year in [*]. Otherwise, the Elpida and [*] Cap shall remain unchanged. In addition, Elpida will be relieved from the obligation to make the Pre-Paid Royalty and the fee for the last six (6) terms and conditions related thereto shall be null and void. [***]: ] Certain information on in this page document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. months Except as amended hereinabove, the terms of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA Exhibit C shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT remain in order to determine whether Reliant has properly reported full force and accounted for any royalty payments due to PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, in the aggregate, exceeds the greater of (a) USD 50,000 and (b) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar yeareffect.

Royalty. In addition to a. As consideration for the Base Supply Pricelicense under this Agreement, RELIANT Licensee shall pay to PRONOVA for the supply of the API (including any API supplied by a Third Party Manufacturer under Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty fee. The royalty fee shall be as followsLicensor: (i) in respect an earned royalty of the license of the Patents hereunder, [***†] percent ([***]%†]%) of Net Sales made by Licensee or its Affiliates if such Net Sales includes a Licensed Product and/or Licensed Method which is Covered By a Valid Claim (“Valid Claim Royalty”), provided however that if a clinical laboratory Affiliated with any of the Patent Assignees is, at the time of such Net Sales, offering or at any time during the previous four calendar quarters has offered for sale or sold a prognostic and/or diagnostic test which is Covered By a Valid Claim, then the Valid Claim Royalty shall be reduced by [†] percent ([†]%) on all Net Sales of the Licensed Products and/or Licensed Methods that are not RUO Product; or (ii) an earned royalty of [†] percent ([†]%) of Net Sales made by Licensee or its Affiliates if such Net Sales includes a Licensed Product until midnight and/or Licensed Method which is not Covered By a Valid Claim (“Technology Royalty”), provided however that if a clinical laboratory Affiliated with any of the day Patent Assignees is, at the time of expiration such Net Sales, offering or at any time during the previous four calendar quarters has offered for sale or sold a prognostic and/or diagnostic test directly relating to or derived from the Licensed IP which is not Covered By a Valid Claim, then the Technology Royalty shall be reduced by [†] percent ([†]%) on all Net Sales of Licensed Products and/or Licensed Methods that are not RUO Product. Net Sales based on reagents purchased from Sublicensees, where payments defined under Section 4.2 have been paid to Licensor, are not subject to earned royalty defined under Section 4.1. Notwithstanding anything in this Section 4.1(a) to the contrary, if the clinical laboratory Affiliates of the last Patent Assignees have agreed in writing to expire cease permanently offering for sale and/or selling prognostic and/or diagnostic test(s) that is(are) Covered By a Valid Claim or that is(are) directly relating to or derived from the Licensed IP and not Covered By a Valid Claim (x) at such time as Licensee secures (itself or through its Affiliates or Sublicensee(s)) its first FDA 510(k) clearance or Premarket Approval or other applicable FDA approval for a Licensed Product and (y) without any further conditions on such cessation, and such clinical laboratory Affiliates † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION have ceased such offering for sale and/or sale of such prognostic and/or diagnostic tests upon such first FDA 510(k) clearance or Premarket Approval or other applicable FDA approval for a Licensed Product, then the Patents; [†] percent ([†]%) reduction set forth in clauses (i) and (ii) above shall be of no further force or effect. Further notwithstanding anything in respect this Section 4.1(a) to the contrary and for clarity, to the extent that the clinical laboratory Affiliates of the license Patent Assignees have the right to perform CLIA regulated and other regulatory approved prognostic and/or diagnostic tests solely for purposes of internal comparisons and proficiency testing, the Product Know-How hereunderresults of which in both cases are not reported to patients, providers or other third parties, then such internal comparison and proficiency testing shall not result in the [***†] percent ([***]%†]%) of the Net Sales of the Product during the term of this Agreement. The royalty fees for each Additional Product, based on the Net Sales for each such Additional Product, are reduction set out forth in Schedule 7.2. The royalty fees for each Additional Product shall be based [***] in respect of the license of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so that the fee for the first six clauses (6i) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the fee for the last six (6) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments due to PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, in the aggregate, exceeds the greater of (a) USD 50,000 and (bii) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar yearabove.

Royalty. In addition Purchaser agrees to pay a royalty on the Patent and the Patent Application as follows: During the Royalty Period (as hereinafter defined), Purchaser will pay Seller a royalty of 4% on the first $25,000,000 of Purchaser's Net Sales (as hereinafter defined) and thereafter a royalty of 2% on Purchaser's Net Sales for the Royalty Period, whether the Patent is issued or not. From and after the later of the quarter which contains the month which is one month following the issuance of the Patent or the quarter which contains the first anniversary of Closing, the royalty shall be the higher of the royalty due based on Net Sales or $15,000 per quarter (the "Minimum Payment"); prior to such time or if the Patent does not issue, the royalty shall be based only on Net Sales, with no Minimum Payment. Royalties accrue from the Closing Date, with the first royalty payment being due for Net Sales, if any, during the calendar quarter ended September 30, 2003. Payments of royalty shall be due for Net Sales from the Closing Date to the Base Supply Price, RELIANT shall pay to PRONOVA for the supply fifteenth anniversary date of the API Closing Date (including the "Royalty Period"). Net Sales shall mean Purchaser's gross receipts from the sale of the Device for pick-up trucks, trucks and vans, where the Device includes a U-shaped lifting arm, as described in the Patent Application, less all returns; allowances; cash discounts; any API supplied by a Third Party Manufacturer under Section 5.12(c) sales, use or 5.12(d)excise taxes; import duties or similar charges; shipping, handling, freight and/or transportation expenses; insurance charges; and installation fees or charges. Royalties shall be paid quarterly on April 30, July 31, October 31 and January 31 (the "Payment Dates") for the Product and each Additional Product as a contingent supply price in the form of a royalty fee. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunderpreceding calendar quarter's Net Sales, [***] percent ([***]%) of the Net Sales of the Product until midnight of the day of expiration of the last to expire of the Patents; and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Net Sales of the Product during the term of this Agreement. The royalty fees for each Additional Product, based on the Net Sales for each such Additional Product, are set out in Schedule 7.2. The royalty fees for each Additional Product shall be based [***] in respect of the license of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so that the fee except for the first six (6) months of each Commercialization Year is payable thirty (30) days after payment which shall include all Net Sales from the Closing Date to the end of this periodthe calendar quarter preceding the payment of the first royalty payment. In conjunction with the payment of royalties, Purchaser shall submit to Seller a statement in writing setting forth for the preceding quarter the total amount of Net Sales, the applicable percentage of royalty, and the fee total royalty due, accompanied by Purchaser's check for the last six (6) [***]: Certain information on this page has been omitted royalty due. Purchaser agrees to keep true and filed separately accurate records and separate books of account in accordance with the Commission. Confidential treatment has been requested its usual accounting procedures with respect to sales of the omitted portionsDevice for the calculation of royalties. months of each Commercialization Year is payable thirty (30) days after Seller shall have the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shallright, at RELIANT’s costits expense, confirm to examine such books to verify the Net Salesamount of royalty due, provided however, that Seller may only examine such books once in any twelve month period and may only examine such records during Purchaser's normal business hours on at least five days notice. PRONOVA Purchaser shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for offset against any royalty payments payment due to PRONOVA pursuant Seller any amounts owed to Purchaser by Seller under this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, in the aggregate, exceeds the greater of (a) USD 50,000 and (b) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar yearAgreement or otherwise.

Royalty. In addition to the Base Supply Price, RELIANT shall pay to PRONOVA for the supply of the API (including any API supplied by a Third Party Manufacturer under [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty fee. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunder, [***] percent ([***]%) of the Net Sales of the Product until midnight of the day of expiration of the last to expire of the Patents; and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Net Sales of the Product during the term of this Agreement. The royalty fees for each Additional Product, based on the Net Sales for each such Additional Product, are set out in Schedule 7.2. The royalty fees for each Additional Product shall be based [***] in respect of the license of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so that the fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the fee for the last six (6) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments due to PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, in the aggregate, exceeds the greater of (a) USD 50,000 and (b) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar year.

Royalty. In addition Subject to the Base Supply Priceother terms and conditions of this Agreement (and, RELIANT in particular , the provisions of Section 7.3(b) and Section 7.3(c) below), Chiron shall pay Cubist a royalty with respect to PRONOVA each Licensed Product sold by Chiron or its Affiliates equal to a percentage determined in accordance with the table below or in accordance with Sections 7.3(b) or 7.3(c) below, as applicable, taking into consideration the protection afforded by Cubist Patents at the relevant time, (such applicable percentage, the “Royalty Rate”), of Net Sales in any country within the Territory of units of such Licensed Product during each calendar quarter from and after the date of Commercial Launch in such country, less the aggregate Transfer Price previously paid to Cubist for having supplied pursuant to the Supply Agreement such units of such Licensed Product that are sold by Chiron or its Affiliates during such calendar quarter: Royalty Year Royalty Rate for the supply of the API (including any API supplied by a Third Party Manufacturer under Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty fee. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunder, First [***] percent ([***]%) of the Aggregate Annual Net Sales of the Product until midnight All Licensed Products in All Countries of the day of expiration of the last to expire of the Patents; Territory under Patent and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Exclusivity Royalty Rate for Aggregate Annual Net Sales of All Licensed Products in All Countries of the Product during the term Territory in Excess Of [*] under Patent and Know-How Exclusivity [*] [*] [*] [*] [*] [*] [*] [*] [*] For purposes of this AgreementSection 7.3, the first Royalty Year with respect to all Licensed Products shall commence on the date of Commercial Launch by Chiron or any of its Affiliates in any country within the Territory and end on December 31 of the year in which the Commercial Launch occurred. Each succeeding Royalty Year shall commence on January 1 of the ensuing * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION year and end on December 31 of such year. Accordingly, the determination of the Royalty Year for the purpose of determining the Royalty Rate which applies shall not be either on a Licensed Product-by-Licensed Product basis or on a country-by-country basis. The royalty fees for each Additional determination of the Royalty Rate pursuant to the table in this Section 7.3(a) (i.e. whether the Royalty Rate in left hand column or the right hand column in the table above applies) shall also not be made on a Licensed Product-by-Licensed Product basis or on a country-by-country basis, but, instead, shall be made based on the aggregate amount of annual Net Sales for each such Additional Product, are set out all Licensed Products in Schedule 7.2all countries in the Territory. The royalty fees for each Additional Product shall be based [***] in respect determination of the license amount of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so that the fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the fee for the last six (6) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments royalties due to PRONOVA Cubist pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees 7.3(a) shall be borne made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis by PRONOVA unless such auditor determines multiplying the Royalty Rate that is applicable for any particular Royalty Year, as determined in accordance with the amount actually due PRONOVAforegoing provisions of this Section 7.3(a), by the Net Sales arising from sales in each country within the aggregate, exceeds the greater Territory of (a) USD 50,000 and (b) seven and one-half percent (7.5%) units of each Licensed Product by Chiron or its Affiliates during each calendar quarter of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar yearapplicable Royalty Year.

Royalty. In addition Subject to the Base Supply Priceother terms and conditions of this Agreement (and, RELIANT in particular , the provisions of Section 7.3(b) and Section 7.3(c) below), Chiron shall pay Cubist a royalty with respect to PRONOVA each Licensed Product sold by Chiron or its Affiliates equal to a percentage determined in accordance with the table below or in accordance with Sections 7.3(b) or 7.3(c) below, as applicable, taking into consideration the protection afforded by Cubist Patents at the relevant time, (such applicable percentage, the “Royalty Rate”), of Net Sales in any country within the Territory of units of such Licensed Product during each calendar quarter from and after the date of Commercial Launch in such country, less the aggregate Transfer Price previously paid to Cubist for having supplied pursuant to the Supply Agreement such units of such Licensed Product that are sold by Chiron or its Affiliates during such calendar quarter: Royalty Year Royalty Rate for the supply of the API (including any API supplied by a Third Party Manufacturer under Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty fee. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunder, First [***] percent ([***]%) of the Aggregate Annual Net Sales of the Product until midnight All Licensed Products in All Countries of the day of expiration of the last to expire of the Patents; Territory under Patent and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Exclusivity Royalty Rate for Aggregate Annual Net Sales of All Licensed Products in All Countries of the Product during the term Territory in Excess Of [*] under Patent and Know-How Exclusivity [*] [*] [*] [*] [*] [*] [*] [*] [*] For purposes of this AgreementSection 7.3, the first Royalty Year with respect to all Licensed Products shall commence on the date of Commercial Launch by Chiron or any of its Affiliates in any country within the Territory and end on December 31 of the year in which the Commercial Launch occurred. Each succeeding Royalty Year shall commence on January 1 of the ensuing * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION 42 year and end on December 31 of such year. Accordingly, the determination of the Royalty Year for the purpose of determining the Royalty Rate which applies shall not be either on a Licensed Product-by-Licensed Product basis or on a country-by-country basis. The royalty fees for each Additional determination of the Royalty Rate pursuant to the table in this Section 7.3(a) (i.e. whether the Royalty Rate in left hand column or the right hand column in the table above applies) shall also not be made on a Licensed Product-by-Licensed Product basis or on a country-by-country basis, but, instead, shall be made based on the aggregate amount of annual Net Sales for each such Additional Product, are set out all Licensed Products in Schedule 7.2all countries in the Territory. The royalty fees for each Additional Product shall be based [***] in respect determination of the license amount of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so that the fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the fee for the last six (6) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments royalties due to PRONOVA Cubist pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees 7.3(a) shall be borne made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis by PRONOVA unless such auditor determines multiplying the Royalty Rate that is applicable for any particular Royalty Year, as determined in accordance with the amount actually due PRONOVAforegoing provisions of this Section 7.3(a), by the Net Sales arising from sales in each country within the aggregate, exceeds the greater Territory of (a) USD 50,000 and (b) seven and one-half percent (7.5%) units of each Licensed Product by Chiron or its Affiliates during each calendar quarter of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar yearapplicable Royalty Year.

Royalty. In addition to the Base Supply Purchase Price, RELIANT shall Purchaser agrees to pay Seller a royalty fee equal to PRONOVA for the supply 2% of Net Sales (if any) which are derived from Purchaser’s sales of the API Products from the Transferred Assets (including any API supplied by a Third Party Manufacturer under Section 5.12(c) or 5.12(d)the “Royalty Fee”) for a period beginning as of the Product date of Closing and each Additional Product as a contingent supply price in continuing until the form tenth (10th) anniversary of a royalty feethe Closing Date (the “Royalty Term”). The royalty fee Such Royalty Fee shall be as follows: cumulated, will be in U.S. Dollars and paid to Seller within forty-five (i45) in respect days of the license end of each calendar quarter during the Royalty Term; it being understood that the Royalty Fee payments shall be reconciled, to the extent necessary, in any subsequent quarter during the Royalty Term or at the end of the Patents hereunderRoyalty Term, [***] percent ([***]%) of as the Net Sales of the Product until midnight of the day of expiration of the last to expire of the Patents; and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Net Sales of the Product during the term of this Agreement. The royalty fees for each Additional Productcase may be, based on the actual Net Sales for realized by Purchaser. Purchaser shall provide Seller with a written statement setting forth the number of Product units sold and the Royalty Fee due during each such Additional Product, are set out in Schedule 7.2calendar quarter during the Royalty Term within thirty (30) days of the end of each calendar quarter. The royalty fees Purchaser shall maintain and keep for each Additional Product a period of not less than two (2) years complete and accurate records in sufficient detail to enable any accrued royalties to be calculated. During normal business hours and with reasonable advance written notice but in no event less than twenty (20) Business Days and not exceeding once a year during the Royalty Term, Purchaser shall permit a Representative of Seller to have access to such records of Purchaser as may be based [***] in respect necessary to verify the accuracy of the license of Patents applicable thereto and [***] records related to the Royalty Fees paid to Seller (in respect each case, a “Seller Audit”); provided however that any such Seller Audit must take place no more than one (1) year following the end of the license calendar year during the Royalty Term at issue and will be at Seller’s expense unless the mutually agreed upon accounting firm audit finds that the royalties have been under reported by more than 5%, in which case Buyer will pay for the audit. Promptly following Seller’s completion of Product Know-How any such Seller Audit (but in no event later than thirty (30) days following such completion), Seller shall deliver to Purchaser written notice of the results of such Seller Audit, including a description in reasonable detail of any proposed adjustments to the Royalty Fees actually paid to Seller for the applicable theretoperiod covered by such Seller Audit. Seller and Purchaser will negotiate in good faith to resolve any dispute over Seller’s proposed adjustments to the Royalty Fees, provided that if any such dispute is not resolved within thirty (30) days following receipt by Purchaser of the proposed adjustments, either Purchaser or Seller may engage a mutually agreed upon accounting firm with a national presence (the “Accounting Firm”) on behalf of Purchaser and Seller to resolve any remaining dispute of Seller’s proposed adjustments, which resolution will be final. The royalty fee Accounting Firm will be instructed to deliver its written determination within thirty (30) days. The Accounting Firm will address only those items in dispute and may not assign a value greater than the greatest value for Products such item claimed by either party or a value smaller than the smallest value for such item claimed by either party. The fees and Additional Products shall expenses of the Accounting Firm will be payable shared by the parties in inverse proportion to PRONOVA the percentage of the disputed amount determined by the Accounting Firm to be in favor of Seller, on a semi-annual basisthe hand, so that and Purchaser, on the fee other hand. The calculation and amount of the Royalty Fees for the first six period covered by any Seller Audit will become final and binding on all parties upon the earliest of (6i) months Seller’s delivery of each Commercialization Year is payable notice to Purchaser of the results of the Seller Audit whereby such results reflect Seller’s agreement with the amount of Royalty Fees actually paid to Seller, (ii) the mutual agreement of Seller and Purchaser with respect to any of Seller’s proposed adjustments to the Royalty Fees actually paid to Seller, and (iii) the Accounting Firm’s final resolution of any disputes submitted to the Accounting Firm. Promptly after such final determination of the amount of the Royalty Fees for the period covered by any Seller Audit: (x) if such finally determined Royalty Fee amount exceeds the amount actually paid to Seller, then Purchaser will pay to Seller an amount equal to such excess within thirty (30) days after such final determination; or (ii) if the end amount of this periodRoyalty Fees actually paid to Seller exceed such finally determined Royalty Fee amount, and the fee for the last six (6) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect then Seller will refund to the omitted portions. months of each Commercialization Year is payable Purchaser an amount equal to such excess within thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments due to PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, in the aggregate, exceeds the greater of (a) USD 50,000 and (b) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar yearfinal determination.

Royalty. In addition to the Base Supply Price, RELIANT shall pay to PRONOVA for the supply of the API (including any API supplied by a Third Party Manufacturer under [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty fee. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunder, [***] percent ([***]%) of the Net Sales of the Product until midnight of the day of expiration of the last to expire of the Patents; and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Net Sales of the Product during the term of this Agreement. The royalty fees for each Additional Product, based on the Net Sales for each such Additional Product, are set out in Schedule 7.2. The royalty fees for each Additional Product shall be based [***] in respect of the license of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so that the fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the fee for the last six (6) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments due to PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, in the aggregate, exceeds the greater of (a) USD 50,000 and (b) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar year.

Royalty. In addition to the Base Supply PriceRoyalty Reduction Fees, RELIANT Licensee shall pay to PRONOVA a royalty for the supply license granted in Paragraph II.A, as shown below, in US currency. Initial Royalty payments due Tessera hereunder are payable on each TCC package according to the number of IC Contacts on the operational IC device which is packaged, as shown under the “Initial Royalty” schedule below. After Licensee has paid an Initial Royalty for an aggregate of [*] ([*]) IC devices packaged by Licensee under this Agreement, the royalty payments due Tessera hereunder on each TCC package according to the number of IC Contacts on the operational IC device which Tessera/Intel Confidential is packaged shall be adjusted as shown under the “Volume Adjusted Royalty” schedule shown below: Number of IC Contacts Initial Royalty Volume Adjusted Royalties [*] $[*] $[*] [*] $[*] $[*] [*] $[*] $[*] [*] $[*] $[*] The parties hereto agree the royalties scheduled above are substantially reduced to provide increased incentive for Licensee’s early adoption and proliferation of the API Technology. Moreover, to provide additional incentive for Licensee’s early adoption and proliferation of the Technology solely in TCC packages having [*] (including any API supplied by a Third Party Manufacturer under Section 5.12(c[*]) or 5.12(dless IC Contacts (“Low Contact Count Devices”) that Licensee makes for itself (excluding such similar packages Licensee may purchase from Tessera’s other licensees who pay the royalty under their independent license to Tessera directly), Licensee’s obligation to pay royalties for such Low Contact Count Devices shall be reduced to $[*] per such TCC package after Licensee has paid the royalties in the schedule above for [*] ([*]) such Low Contact Count Devices, and said royalties solely for such Low Contact Count Devices shall terminate ten (10) years from the Effective Date and become fully paid up and perpetual at that time. Nothing in this Paragraph III.B. shall provide for the Product and each Additional Product as a contingent supply price early termination of Licensee’s payment of royalties for TCC packages having IC Contacts in the form excess of a royalty fee[*] ([*]). The royalty fee All other royalties for Licensee’s packaging its other IC devices into TCC packages shall be as follows: (i) shown in respect of the license of royalty schedule above and for the Patents hereunder, [***] percent ([***]%) of the Net Sales of the Product until midnight of the day of expiration of the last to expire of the Patents; and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Net Sales of the Product during the term duration of this Agreement. The royalty fees for each Additional ProductAgreement and any extension thereof, based on the Net Sales for each such Additional Product, are as set out forth in Schedule 7.2. The royalty fees for each Additional Product shall be based [***] in respect of the license of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so that the fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the fee for the last six (6) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments due to PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, in the aggregate, exceeds the greater of (a) USD 50,000 and (b) seven and one-half percent (7.5%) of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar year.Paragraph X.

Royalty. In addition to the Base Supply Price, RELIANT Bayer shall pay to PRONOVA Onyx non-refundable, non-creditable royalties equal to thirty-nine percent (39%) of Net Sales of all Collaboration Products in the United States during the U.S. Royalty Term. Any sales of Collaboration Products in the United States by or on behalf of Bayer, its Affiliates, licensees and/or sublicensees shall be treated hereunder as if such sales were made by Bayer. If Bayer grants licenses to its Affiliates or Third Parties to make or sell Collaboration Products in the United States, it shall include an obligation for such parties to account for and report Net Sales of Collaboration Products on the supply same basis as if such sales were made by Bayer, and Bayer shall pay royalties to Onyx under this letter as if the Net Sales of such Collaboration Products by such Affiliates and Third Parties were Net Sales of Bayer. Notwithstanding the foregoing, if during the U.S. Royalty Term, a Third Party receives marketing authorization for and commences commercial sale of a Generic Product (as defined below) in the United States, then royalties payable to Onyx with respect to Net Sales of the API applicable Collaboration Product in the United States shall be reduced to nineteen and one half percent (19.5%) beginning on the first day of the first full calendar quarter following the date of first sale of the Generic Product in which Net Sales of the applicable Collaboration Product in the United States in such calendar quarter decrease by more than fifty percent (50%) from the Net Sales of such Collaboration Product in the United States in the calendar quarter immediately preceding the first sale of such Generic Product. For the purposes of this provision, a “Generic Product” shall mean, with respect to a Collaboration Product, any pharmaceutical product in the United States that: (i) contains the same active pharmaceutical ingredient as the Collaboration Product; (ii) is approved by the FDA in reliance, in whole or in part, on the prior Drug Approval of such Collaboration Product (e.g., pursuant to 21 U.S.C. 355(b)(2), an abbreviated new drug application (ANDA) pursuant to 21 U.S.C. §355(j), a separate NDA, compendia listing, other Drug Approval Application or otherwise, including any API supplied foreign equivalents of the foregoing); (iii) has one or more Governmental or Regulatory Authority-approved indications in the United States equivalent to the Governmental or Regulatory Authority-approved indication for such Product in the United States; (iv) is bioequivalent to such Collaboration Product as determined by the FDA; and (v) is sold in the United States by a Third Party Manufacturer under Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty fee. The royalty fee shall be as follows: (i) in respect of the license of the Patents hereunder, [***] percent ([***]%) of the Net Sales of the Product until midnight of the day of expiration of the last to expire of the Patents; and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Net Sales of the Product during the term of this Agreement. The royalty fees for each Additional Product, based on the Net Sales for each such Additional Product, are set out in Schedule 7.2. The royalty fees for each Additional Product shall be based [***] in respect of the license of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so that the fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the fee for the last six (6) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments due to PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, in the aggregate, exceeds the greater of (a) USD 50,000 and is not a licensee or sublicensee of Bayer or its Affiliates or any of their licensees or sublicensees, (b) seven and one-half percent (7.5%) has not obtained such product from a chain of the amounts paid by RELIANT hereunderdistribution including Bayer, in which case the audit fees shall be borne by RELIANTits Affiliates or any of their licensees or sublicensees, and PRONOVA shall be entitled (c) is not otherwise authorized by Bayer or any of its Affiliates, licensees, sublicensees or distributors to perform audits twice during the next succeeding calendar yearsell such product.

Royalty. In addition partial consideration of the release in Section 1 above, Couch agrees to the Base Supply Price, RELIANT shall pay to PRONOVA RVC a per procedure royalty payment for Refractive Surgery procedures (as defined in the supply Contribution Agreement) performed by or at the direction of Couch on or prior to August 31, 2005, regardless of where the procedure is performed and regardless of whose equipment or facilities are used to perform the procedure ("Procedures"). Without limiting the generality of the API preceding sentence, Couch further agrees that all procedures performed at VCC's or KCL's location(s) or using VCC's or KCL's assets (including any API supplied current or future locations or assets held by a Third Party Manufacturer under Section 5.12(c) VCC or 5.12(dKCL, or their successors in interest, but not including any unrelated third party purchaser of assets)) , are deemed to be done by or at the direction of Couch regardless of who performs the procedure. As used herein, "Annual Royalty Period" shall mean each 12-month period ending on September 30th of each year through and including September 30, 2004, and the 11-month period ending on August 31, 2005. Royalty calculations with respect to each Annual Royalty Period are independent of calculations and Procedure information for the Product and each Additional Product as a contingent supply price in the form of a royalty feeother Annual Royalty Periods. The royalty fee payment for each Annual Royalty Period shall be as follows: (i) in respect calculated on the last day of the license respective Annual Royalty Period and shall equal $100 for each Procedure in excess of the Patents hereunder, [***] percent ([***]%) first 3,600 Procedures performed during the respective Annual Royalty Period. Each royalty payment shall be paid to Prime not later than the 15th calendar day of the Net Sales of month immediately following the Product until midnight of date on which the day of expiration of the last royalty payment is required to expire of the Patents; and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Net Sales of the Product during the term of this Agreementbe calculated. The royalty fees for each Additional Product, based on the Net Sales for each such Additional Product, are set out in Schedule 7.2. The royalty fees for each Additional Product shall be based [***] in respect of the license of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so parties hereto agree that the fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of that once royalties actually paid under this period, and the fee for the last six (6) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments due to PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, Agreement total $4,500,000 in the aggregate, exceeds no further royalties shall accrue or be payable under this Agreement. In addition, and notwithstanding any contrary provision of this Agreement, all Investments made by the greater Couch Parties to VCC shall be repaid out of the royalties otherwise payable to RVC hereunder, before any royalties are paid to RVC. The term "Investments" refers to all investments made by the Couch Parties to sustain the business of VCC, including but not limited to (ai) USD 50,000 investments to pay off the debts of Newco or VCC existing at or prior to the closing, (ii) investments to purchase new equipment to replace old or obsolete equipment, and (biii) seven investments when VCC's cash is otherwise inadequate to meet working capital needs, and one-half percent (7.5%iv) investments to open up a new office; provided, however, Investments shall be net of all proceeds from operation of the amounts business (excluding the customary professional fee paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar yearCouch) that are distributed to Couch or his affiliates (other than VCC). Section 3.

Royalty. In addition Subject to the Base Supply Priceother terms and conditions of this Agreement (and, RELIANT in particular , the provisions of Section 7.3(b) and Section 7.3(c) below), Chiron shall pay Cubist a royalty with respect to PRONOVA each Licensed Product sold by Chiron or its Affiliates equal to a percentage determined in accordance with the table below or in accordance with Sections 7.3(b) or 7.3(c) below, as applicable, taking into consideration the protection afforded by Cubist Patents at the relevant time, (such applicable percentage, the "ROYALTY RATE"), of Net Sales in any country within the Territory of units of such Licensed Product during each calendar quarter from and after the date of Commercial Launch in such country, less the aggregate Transfer Price previously paid to Cubist for having supplied pursuant to the Supply Agreement such units of such Licensed Product that are sold by Chiron or its Affiliates during such calendar quarter: ROYALTY RATE FOR THE FIRST [*] OF ROYALTY RATE FOR AGGREGATE AGGREGATE ANNUAL NET SALES OF ANNUAL NET SALES OF ALL ALL LICENSED PRODUCTS IN ALL LICENSED PRODUCTS IN ALL COUNTRIES OF THE TERRITORY UNDER COUNTRIES OF THE TERRITORY IN PATENT AND KNOW-HOW EXCESS OF [*] UNDER PATENT AND ROYALTY YEAR EXCLUSIVITY KNOW-HOW EXCLUSIVITY -------------------------------------------------------------------------------------- [*] [*] [*] [*] [*] [*] [*] [*] [*] For purposes of this Section 7.3, the first Royalty Year with respect to all Licensed Products shall commence on the date of Commercial Launch by Chiron or any of its Affiliates in any country within the Territory and end on December 31 of the year in which the Commercial Launch occurred. Each succeeding Royalty Year shall commence on January 1 of the ensuing * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION 42 year and end on December 31 of such year. Accordingly, the determination of the Royalty Year for the supply purpose of determining the Royalty Rate which applies shall not be either on a Licensed Product-by-Licensed Product basis or on a country-by-country basis. The determination of the API Royalty Rate pursuant to the table in this Section 7.3(a) (including any API supplied by a Third Party Manufacturer under Section 5.12(c) i.e. whether the Royalty Rate in left hand column or 5.12(d)) for the Product and each Additional Product as a contingent supply price right hand column in the form of table above applies) shall also not be made on a royalty fee. The royalty fee Licensed Product-by-Licensed Product basis or on a country-by-country basis, but, instead, shall be as follows: (i) in respect of the license of the Patents hereunder, [***] percent ([***]%) of the Net Sales of the Product until midnight of the day of expiration of the last to expire of the Patents; and (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Net Sales of the Product during the term of this Agreement. The royalty fees for each Additional Product, made based on the aggregate amount of annual Net Sales for each such Additional Product, are set out all Licensed Products in Schedule 7.2all countries in the Territory. The royalty fees for each Additional Product shall be based [***] in respect determination of the license amount of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA on a semi-annual basis, so that the fee for the first six (6) months of each Commercialization Year is payable thirty (30) days after the end of this period, and the fee for the last six (6) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA shall have the right to appoint an independent internationally recognized audit firm, reasonably acceptable to RELIANT, to audit the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments royalties due to PRONOVA Cubist pursuant to this Section 7.2. Audits may be performed during regular business hours, not more than once in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees 7.3(a) shall be borne made on a Licensed Product-by-Licensed Product basis and on a country-by-country basis by PRONOVA unless such auditor determines multiplying the Royalty Rate that is applicable for any particular Royalty Year, as determined in accordance with the amount actually due PRONOVAforegoing provisions of this Section 7.3(a), by the Net Sales arising from sales in each country within the aggregate, exceeds the greater Territory of (a) USD 50,000 and (b) seven and one-half percent (7.5%) units of each Licensed Product by Chiron or its Affiliates during each calendar quarter of the amounts paid by RELIANT hereunder, in which case the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar yearapplicable Royalty Year.

Royalty. In addition to the Base Supply Price, RELIANT shall pay to PRONOVA for the supply of the API (including any API supplied by a Third Party Manufacturer under Section 5.12(c) or 5.12(d)) for the Product and each Additional Product as a contingent supply price in the form of a royalty fee. The royalty fee shall be as follows: (i) Viral Genetics agrees that either it or any other present or future entity through which they may engage in respect of business, operations or activities in the license of the Patents hereunderTerritory, [***] shall pay a royalty to L&M equal to two percent ([***]2%) (the "Royalty") of all Gross Profits obtained by them from the Net Sales sale of Products in the Product until midnight Territory, for the period commencing on the date of the day of expiration of the last this Agreement and ending fifteen (15) years from and including said date. There shall be no minimum Royalty payable to expire of the Patents; and L&M. (ii) in respect of the license of the Product Know-How hereunder, [***] percent ([***]%) of the Net Sales of the Product during the term of this Agreement. The royalty fees for each Additional Product, based on the Net Sales for each such Additional Product, are set out in Schedule 7.2. The royalty fees for each Additional Product shall Royalty will be based [***] in respect of the license of Patents applicable thereto and [***] in respect of the license of Product Know-How applicable thereto. The royalty fee for Products and Additional Products shall be payable to PRONOVA paid on a semi-annual calendar quarterly basis, so that the fee for the first six no later than forty-five (6) months of each Commercialization Year is payable thirty (3045) days after the end applicable quarter and each payment shall be accompanied by a statement (the "Royalty Statement"), which shall be certified as being accurate by Viral Genetics' Chief Financial Officer, which shall set forth in reasonable detail the calculation of this period, Gross Profits for the quarter and the fee for amount of the last six Royalty payable to L&M. The royalty shall be paid to L&M in U.S. Dollars. (6iii) [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. months of each Commercialization Year is payable thirty (30) days after the end of that period. At the same time as payments are made, an external auditor agreeable to both parties shall, at RELIANT’s cost, confirm the Net Sales. PRONOVA L&M shall have the right to appoint dispute any Royalty Statement that it objects to and to conduct an independent internationally recognized audit firm, reasonably acceptable (using experts and advisors chosen by L&M) of Viral Genetics solely for purposes of determining the amount of the Royalty payable to RELIANT, L&M. L&M shall bear its own costs and expenses incurred with any such dispute or audit; provided that if as a result thereof the amount of the Royalty payable to audit L&M is increased from that which was shown on the books of account of RELIANT in order to determine whether Reliant has properly reported and accounted for any royalty payments due to PRONOVA pursuant to this Section 7.2. Audits may be performed during regular business hours, not Royalty Statement by more than once $10,000, then Viral Genetics shall reimburse L&M for such costs and expenses. Said audit shall be conducted in a manner that does not interfere with the ability of Viral Genetics to conduct its day to day business, or otherwise materially impact Viral Genetics' operations. (iv) L&M shall not have the right to dispute any Royalty Statement, unless L&M notifies Viral Genetics in writing within 180 days after L&M's receipt of the applicable Royalty Statement that L&M disputes the Royalty Statement, and such notice shall describe in reasonable detail the nature of the dispute. (v) For purposes hereof, "Gross Profits" shall be defined as in the Joint Venture Agreements. For purposes of determining Gross Profits and the amount of the Royalty payable to L&M, any amounts which are included in any calendar year during the term and upon reasonable prior notice to RELIANT. The audit fees Gross Profits which are received by Viral Genetics in a currency other than U.S. Dollars shall be borne by PRONOVA unless such auditor determines that the amount actually due PRONOVA, in the aggregate, exceeds the greater of (a) USD 50,000 and (b) seven and one-half percent (7.5%) converted to U.S. Dollars as of the last day of the relevant quarter, regardless of whether or not such amounts paid by RELIANT hereunder, in which case were actually so converted or repatriated out of the audit fees shall be borne by RELIANT, and PRONOVA shall be entitled to perform audits twice during the next succeeding calendar yearTerritory.