Common use of Royalty Clause in Contracts

Royalty. a. CHEMIA shall pay to GBLI an earned royalty (the “Earned Royalty”) on all Licensed Products sold or otherwise distributed by CHEMIA, in an amount equal to five percent (5%) of Net Sales. For purposes of this Addendum, “Net Sales” means the invoiced sales price of all Licensed Product(s) sold by CHEMIA, less: (i) outward and shipping charges (where such gross revenues include freight and shipping charges separately listed on the invoiced price); and (ii) all taxes levied directly on the sale of Licensed Products by any government or governmental agency; No deductions shall be made from the invoiced sales price for any fee or charge including but not limited to uncollectible accounts and/or sales commissions. b. On or before forty-five (45) calendar days after the last day of each calendar quarter starting from the Addendum Effective Date through to the date of any expiration or termination, CHEMIA shall transmit to GBLI an accurate itemized statement setting forth sales of Licensed Products. Such statements shall list all sales of Licensed Products detailed by CHEMIA (each, a “Sales Report’’). In addition, CHEMIA shall also make a final Sales Report to GBLI within forty-five (45) days after the date of any termination or expiration of this Addendum. Together with such Sales Reports, CHEMIA shall pay to GBLI the Earned Royalty payable for such calendar year quarter or applicable period. c. CHEMIA shall make and keep at its principal place of business true and accurate records and books of account in sufficient detail to account for Earned Royalty payments payable hereunder for the immediately prior two (2) year period. CHEMIA shall promptly notify GBLI in writing of the location of such books and records and any change of such location. Upon five (5) business days’ advance written notice from GBLI to CHEMIA, GBLI and/or its representatives shall have the right to inspect, audit and copy at all reasonable times during CHEMIA’s usual business hours, but no more often than one (1) time in any twelve (12) month period, such records and books which are relevant to the computation of royalty payments and the determination of the accuracy of any of the reports and payments provided under this Addendum. Such examination shall be made at GBLI’s sole cost and expense; provided, however that if the audit reveals an underpayment of royalty payments to GBLI from CHEMIA equal to or greater than five percent (5%) of the actual amount owed to GBLI, CHEMIA shall pay the reasonable fees, costs and expenses of the GBLI audit.

Royalty. a. CHEMIA a) In addition to the License fee payable under section 6.1, the Licensee shall also be liable to pay a royalty @ [***]% of the Net Revenue plus applicable taxes on any Licensed Product, to GBLI an earned royalty the Licensor (the “Earned Licensor Royalty”). b) Notwithstanding the foregoing, for any Licensee Technology, the Licensee shall also be liable to pay a royalty @ [***]% of the Net Revenue plus applicable taxes on any such product, to the Licensor (the “Additional Royalty” and together with the Licensor Royalty, the “Royalties”). c) For the duration of the Royalty Period (defined herein), Licensee shall pay Royalties to the Licensor in INR, within sixty (60) days following the end of June and December of each year, regardless of where the Licensed Product or Licensee Technology is made or sold and notwithstanding any currency restrictions or regulations in any country where the Licensed Product or Licensee Technology is sold. Each such payment shall be accompanied by a report certified by the Licensee setting out separately the Net Revenue of all Licensed Products and Licensee Technology sold during the said calendar six-month period. d) For sake of clarity, it is agreed between the Parties that the Royalty shall be payable only once on each sale or otherwise distributed supply of the Licensed Product, regardless of the number of claims under which the Licensed Product may be covered in a patent or in multiple patents. For example, if three claims or three patents cover one product, there shall only be one royalty payment and not three. e) The Licensee and its Affiliates shall keep and maintain records for the sales and Net Revenue realized from the sale of the Licensed Products and Licensee Technology. Such records shall be open to inspection at any reasonable time during normal business hours. The inspection shall be permitted annually following the end of that financial year. The inspection may be carried out by CHEMIAan independent Chartered Accountant selected by the Licensor to whom the Licensee or its Affiliates have no reasonable objection. The inspection will be limited to the records related to this Agreement and sole as necessary to calculate the amount of Royalties and will not include the accounts of the Licensee as a whole or any other documents. The report of the Chartered Accountant shall be treated as confidential, and the expense of the inspection is to be borne by the Licensor. f) The Licensee’s obligation to pay the Royalty with respect to a Licensed Product or Licensee Technology shall commence from the date of FDA approval to market the Licensed Product or Licensee Technology as a pharmaceutical drug (the “FDA Approval”) and shall continue (i) for seven (7) years from the date of FDA Approval or (ii) until the expiration of the patent covering such Licensed Product or Licensee Technology, whichever is earlier (the “Royalty Period”). g) If the Licensee is required to obtain license rights from any Third Party) in the Licensed Territory, or any portion thereof, in an amount equal order to five make or use or sell the Licensed Products, it may subtract from the royalty of [***]% payable under Para 6.2, the royalty payable to such third Party subject to a maximum of [***] percent (5[***]%) of Net Sales). For purposes example, if the Licensee is required to pay XYZ Co. [***]% royalty to make or use or sell a Licensed Product, then the Licensee can subtract only [***]% from the [***]% royalty payable hereunder. If the royalty rate is [***]%, then the Licensee will pay a royalty of [***]% under this Addendumagreement. The Licensee will provide the Licensor with proof that any such third-party royalty was paid each time the Licensee claims a reduction hereunder. h) If the validity, enforceability, and/or infringement of a patent included in the Licensor Patent Rights is challenged in any court of competent jurisdiction by any Third Party (an “Net Sales” means Action”), or if the invoiced sales price Licensee has reason to question the validity, enforceability and/or infringement of all a patent included in the Licensor Patent Rights, the Parties then agree and acknowledge that the Royalty otherwise payable hereunder for the Licensed Product(s) sold Products will be escrowed by CHEMIAthe Licensee in an interest-bearing account in a bank or savings institution, lessprovided, however: (i) outward and shipping charges (where The Licensee will first notify the Licensor in writing that it deems said claim or claims to be invalid, unenforceable and/or not infringed by virtue of such gross revenues include freight and shipping charges separately listed on the invoiced price)challenge or question; and (ii) no other claim or claims of Licensor Patent Rights not challenged or questioned covers the Licensed Product. Notice and the payment of Royalties into escrow by the Licensee as provided herein will not constitute a breach hereof and will not constitute grounds for the Licensor to otherwise terminate this Agreement. i) If the Action is settled, or if a final decision upholds such patent and all taxes levied directly on the sale of Licensed Products by any government or governmental agency; No deductions appeals exhausted, all Royalties escrowed and interest thereon shall be made from the invoiced sales price for any fee or charge including but not limited to uncollectible accounts and/or sales commissions. b. On or before forty-five (45) calendar days after the last day of each calendar quarter starting from the Addendum Effective Date through paid to the date of any expiration or termination, CHEMIA shall transmit to GBLI an accurate itemized statement setting forth sales of Licensed Products. Such statements shall list all sales of Licensed Products detailed by CHEMIA Licensor within sixty (each, a “Sales Report’’). In addition, CHEMIA shall also make a final Sales Report to GBLI within forty-five (4560) days after the date of any termination or expiration of this Addendum. Together with such Sales Reports, CHEMIA shall pay to GBLI the Earned Royalty payable for such calendar year quarter or applicable period. c. CHEMIA shall make and keep at its principal place of business true and accurate records and books of account in sufficient detail to account for Earned Royalty payments payable hereunder for the immediately prior two (2) year period. CHEMIA shall promptly notify GBLI in writing of the location of such books final decision, and records and any change of the Licensee shall thereafter continue to pay such location. Upon five (5) business days’ advance written notice from GBLI to CHEMIA, GBLI and/or its representatives shall have the right to inspect, audit and copy at all reasonable times during CHEMIA’s usual business hours, but no more often than one (1) time in any twelve (12) month period, such records and books which are relevant Royalties to the computation of royalty payments Licensor hereunder. If such patent is found invalid, then escrowed Royalties and interest thereon will not be paid to the determination of the accuracy of any of the reports Licensor, (ii) such escrowed Royalties and payments provided under this Addendum. Such examination interest thereon shall be made at GBLI’s sole cost retuned and expense; providedpaid to Licensee, however that if and (iii) the audit reveals an underpayment of royalty payments to GBLI from CHEMIA equal to or greater than five percent (5%) of the actual amount owed to GBLI, CHEMIA shall pay the reasonable fees, costs and expenses of the GBLI auditlicense concerning such invalid patent will be terminated.

Royalty. a. CHEMIA (a) In consideration for the grant of the Sublicense, GP shall pay to GBLI an earned EarthShell a royalty (the “Earned "Royalty”") on all Licensed Products sold or otherwise distributed by CHEMIA, in an amount equal to five of twenty percent (520%) of the Net Sales. For purposes Sales of this Addendum, “Net Sales” means the invoiced sales price of all Licensed Product(s) sold by CHEMIA, less: (i) outward and shipping charges (where such gross revenues include freight and shipping charges separately listed on the invoiced price); and (ii) all taxes levied directly on the sale of Licensed Products by any government or governmental agency; No deductions shall be made from GP each month, not to exceed 50% of the invoiced sales price for any fee or charge including but not limited to uncollectible accounts and/or sales commissionsGross Profit during such month. b. On or before forty-five (45b) calendar Within fourteen (14) days after of the last day of each calendar quarter starting from the Addendum Effective Date through to the date of any expiration or terminationquarter, CHEMIA shall transmit to GBLI an accurate itemized statement setting forth sales of Licensed Products. Such statements shall list all sales of Licensed Products detailed by CHEMIA (each, a “Sales Report’’). In addition, CHEMIA shall also make a final Sales Report to GBLI within forty-five (45) days after the date of any termination or expiration of this Addendum. Together with such Sales Reports, CHEMIA GP shall pay to GBLI EarthShell the Earned Royalty payable for in respect of all Products shipped and invoiced by GP during such calendar year quarter. Each Royalty payment shall be accompanied by a written report (the "Royalty Report") prepared by GP and certified as accurate by the Chief Financial Officer or Treasurer of GP. Each Royalty Report shall set forth, for the calendar quarter or applicable periodcovered by the Royalty Report, (i) the number of each of the Products shipped by GP, (ii) the gross invoice price for each of such Products, and (iii) any reductions to the gross invoice price for purposes of calculating Net Sales. c. CHEMIA (c) All Royalty payments due under this Agreement shall be paid by GP in United States dollars. (d) If GP fails to make a timely payment due under this Section 4, interest at an annual rate equal to twelve percent (12%) shall accrue on the amount of payment for each day such payment is overdue; provided, however, that such interest rate shall in no event exceed the maximum rate permitted by applicable law. (e) Any failure to make timely payment of any Royalty shall constitute a material breach for purposes of Section 13(b) hereof. (f) EarthShell acknowledges that the Royalties payable by GP to EarthShell under this Agreement may be subject to withholding taxes that may be assessed under applicable law by any jurisdiction in the Territory and, if GP is required to so withhold any tax on Royalties, then the amount of Royalties actually remitted to EarthShell will be net of such withholding. GP will promptly furnish EarthShell with the official receipt of payment of these taxes to the appropriate taxing authority. Following the Effective Date and keep at its principal place of business true and accurate records and books of account in sufficient detail EarthShell's option, the Parties agree to account for Earned cooperate to restructure the Royalty payments payable hereunder for in a manner that will optimize the immediately prior two (2) year period. CHEMIA shall promptly notify GBLI in writing of the location tax treatment of such books and records and payments, including by possibly converting the Royalty obligation into a profits participation by EarthShell in GP (it being agreed that any change of such location. Upon five (5) business days’ advance written notice from GBLI restructuring would not be intended to CHEMIA, GBLI and/or its representatives shall have adversely affect the right net economic benefits intended to inspect, audit and copy at all reasonable times during CHEMIA’s usual business hours, but no more often than one (1) time in any twelve (12) month period, such records and books which are relevant to the computation of royalty payments and the determination of the accuracy of any of the reports and payments provided under this Addendum. Such examination shall be made at GBLI’s sole cost and expense; provided, however that if the audit reveals an underpayment of royalty payments to GBLI from CHEMIA equal to or greater than five percent (5%) of the actual amount owed to GBLI, CHEMIA shall pay the reasonable fees, costs and expenses of the GBLI auditconferred on GP hereby).

Royalty. a. CHEMIA (a) Licensee agrees that for the license granted herein, Licensee shall be, and hereby is from this date forward, obligated to pay to GBLI an earned Licensor a royalty payment equal to ten percent (10%) of the gross revenues (less only ordinary and customary discounts and allowances for returns) recognized by Licensee, in accordance with generally accepted accounting principles, on any software products that directly or indirectly incorporate MERAD or any derivative thereof, or otherwise utilize MERAD or any derivative in any manner whatsoever (the “Earned Royalty”"Royalty Payment"). Each Royalty Payment shall be due and payable thirty (30) days after the end of each calendar quarter commencing with the calendar quarter ending December 1996. Notwithstanding the amounts that may come due hereunder, Licensee shall be entitled to a credit against the Royalty Payment otherwise due hereunder in the amount of $_____ representing funds Licensee has previously provided to Licensor. (b) Licensee shall provide to Licensor, with each Royalty Payment, an accounting of such Royalty Payment in such detail as reasonably acceptable to Licensor, and a certificate of Licensee's chief financial officer certifying that such accounting is complete and accurate to the best of such officer's knowledge and belief and is based upon generally accepted accounting principles consistently applied. (c) Licensee shall maintain adequate books and records relating to the sale of any software products incorporating MERAD or any derivative, and Licensee agrees to provide Licensor and its authorized representatives and agents access to all of such books and records as are reasonably requested by Licensor or its agents and representatives in order to verify the information provided in the accounting and the calculation of the Royalty Payment. Licensor agrees to keep any information derived from such examination in confidence except as may be necessary to protect Licensor's rights hereunder. (d) In the event that the Licensor disagrees with the accounting or the calculation of the Royalty Payment, Licensor shall have the right, during the ninety (90) day period after any calendar year, to have a firm of certified public accountants audit and inspect the books and records relating to gross revenues derived from MERAD or any derivative, and to verify the Royalty Payments paid to Licensor during such year. The audit shall be conducted during reasonable business hours and on all Licensed Products sold or otherwise distributed reasonable notice to Licensee., and Licensee shall cooperate fully and completely in the performance of such audit and inspection. If any such audit discloses a deficiency in the amount of any Royalty Payment made during the period examined, then Licensee shall be responsible for the payment of such deficiency, and the costs and expenses of such audit shall be paid by CHEMIA, in an amount equal to Licensee if a deficiency of five percent (5%) or greater is determined to exist, and the costs and expenses of Net Sales. For purposes of this Addendum, “Net Sales” means the invoiced sales price of all Licensed Product(s) sold by CHEMIA, less: (i) outward and shipping charges (where such gross revenues include freight and shipping charges separately listed on the invoiced price); and (ii) all taxes levied directly on the sale of Licensed Products by any government or governmental agency; No deductions audit shall be made from the invoiced sales price for any fee or charge including but not limited to uncollectible accounts and/or sales commissions. b. On or before forty-five (45) calendar days after the last day of each calendar quarter starting from the Addendum Effective Date through to the date of any expiration or termination, CHEMIA shall transmit to GBLI an accurate itemized statement setting forth sales of Licensed Products. Such statements shall list all sales of Licensed Products detailed paid by CHEMIA (each, Licensor if a “Sales Report’’). In addition, CHEMIA shall also make a final Sales Report to GBLI within forty-five (45) days after the date of any termination or expiration of this Addendum. Together with such Sales Reports, CHEMIA shall pay to GBLI the Earned Royalty payable for such calendar year quarter or applicable period. c. CHEMIA shall make and keep at its principal place of business true and accurate records and books of account in sufficient detail to account for Earned Royalty payments payable hereunder for the immediately prior two (2) year period. CHEMIA shall promptly notify GBLI in writing of the location of such books and records and any change of such location. Upon five (5) business days’ advance written notice from GBLI to CHEMIA, GBLI and/or its representatives shall have the right to inspect, audit and copy at all reasonable times during CHEMIA’s usual business hours, but no more often than one (1) time in any twelve (12) month period, such records and books which are relevant to the computation of royalty payments and the determination of the accuracy of any of the reports and payments provided under this Addendum. Such examination shall be made at GBLI’s sole cost and expense; provided, however that if the audit reveals an underpayment of royalty payments to GBLI from CHEMIA equal to or greater deficiency less than five percent (5%) of the actual amount owed is determined to GBLI, CHEMIA shall pay the reasonable fees, costs and expenses of the GBLI auditexist.

Royalty. a. CHEMIA shall 4.1 WGL will pay to GBLI an earned the Royalty Agent (on behalf of the Royalty Holders), their respective successors and assigns forever, a royalty interest in the Mining Lease and Area of Interest in all Gold in, under and extracted from the Area of Interest by or on behalf of WGL (or any subsequent owner of the “Earned Mining Lease) or any other person in each case on and from the New Ownership Date; provided, however, that the aggregate Gold Royalty payable to the Royalty Agent shall be limited to U.S.$5,500,000. 4.2 WGL agrees to execute and deliver, at WGL's cost and expense, all other and further instruments, certificates, agreements and other documents necessary or desirable to further evidence or document the creation of the Gold Royalty”) on , including all Licensed Products sold or otherwise distributed by CHEMIAfilings and registrations of every kind with the Department and other Governmental Agencies. 4.3 WGL hereby agrees to pay the Gold Royalty in accordance with the terms of this Agreement. WGL will make quarterly payments of the Gold Royalty to the Royalty Agent, for the account of the Royalty Holders, in an arrears on each Cash Sweep Date falling after the New Ownership Date for the quarter most immediately preceding such Cash Sweep Date and provide written details of the amount of any such payments to the Royalty Holder at the same time such payment is made. The aggregate Gold Royalty for any period shall be calculated by multiplying the numbers of Ounces of Gold produced and shipped from the Mine from the Area of Interest during such period by the Royalty Rate. The amount of such aggregate Gold Royalty for any period payable to each Royalty Holder shall be equal to five percent such Royalty Holder's Royalty Percentage of such amount as in effect from time to time during such period. In connection with the calculation of the Gold Royalty as aforesaid WGL undertakes that it will not hold more than the higher of: (5%a) two weeks average production; or (b) 5,000 ounces, of Net Sales. For purposes dore at the Mine without shipping such ounces of this Addendum, “Net Sales” means the invoiced sales price of all Licensed Product(s) sold by CHEMIA, less: (i) outward and shipping charges (where such gross revenues include freight and shipping charges separately listed on the invoiced price); and (ii) all taxes levied directly on the sale of Licensed Products by any government or governmental agency; No deductions shall be made from the invoiced sales price for any fee or charge including but not limited to uncollectible accounts and/or sales commissionsdore. b. On 4.4 Without prejudice to any provision of any other Finance Document, the Royalty Parties shall never personally be responsible for payment of any part of the costs, expenses or before forty-five (45) calendar other liabilities related to the Area of Interest including, liabilities incurred by anyone in developing, exploring, equipping, operating and abandoning the Area of Interest, after the New Ownership Date, and WGL hereby agrees to indemnify and save each Royalty Party harmless from and against any and all such responsibility and liability. Nothing herein shall ever be construed to create a partnership, joint venture, mining partnership or association between WGL and any Royalty Party. 4.5 WGL shall within seven days after the last day of each calendar quarter starting from the Addendum Effective Cash Sweep Date through give to the date Royalty Agent a notice detailing the calculation and the amount of any expiration or termination, CHEMIA shall transmit to GBLI an accurate itemized statement setting forth sales of Licensed Products. Such statements shall list all sales of Licensed Products detailed by CHEMIA (each, a “Sales Report’’). In addition, CHEMIA shall also make a final Sales Report to GBLI within forty-five (45) days after the date of any termination or expiration of this Addendum. Together with such Sales Reports, CHEMIA shall pay to GBLI the Earned Gold Royalty payable for such calendar year quarter or applicable period. c. CHEMIA shall make and keep at its principal place of business true and accurate records and books of account in sufficient detail to account for Earned Royalty payments payable hereunder for the immediately prior two (2) year periodparticular quarter. CHEMIA shall promptly notify GBLI in writing of the location of such books and records and any change of such location. Upon five (5) business days’ advance written notice from GBLI to CHEMIA, GBLI and/or its representatives The Royalty Agent shall have the right to inspectappoint a person or persons to audit WGL's books and records, audit and copy to examine and inspect the Mine and to observe any and all Mining Operations at all reasonable times during CHEMIA’s usual business hoursany time and from time to time. 4.6 No later than March 31 in each year, but no more often than one (1) time in any twelve (12) month period, such records and books which are relevant WGL shall provide to the computation Royalty Agent a certificate from its auditors confirming the amount of royalty payments Ounces so produced during that financial year and the determination of the accuracy of quarterly statements shall, if necessary, be adjusted accordingly and any of the reports and payments provided under this Addendum. Such examination adjusting payment shall be made on the date such auditor's certificate is delivered, together with interest from the date such payment should have been made until such payment is actually received at GBLI’s sole cost and expense; provided, however that if the audit reveals an underpayment of royalty payments to GBLI from CHEMIA equal to or greater than five percent (5%) rate calculated in accordance with Clause 14.3 of the actual amount owed Common Terms Agreement. 4.7 All books, accounts and records used by WGL to GBLIcalculate the Gold Royalty shall be kept in accordance with GAAP. 4.8 As soon as reasonably possible (but in all events not more than 30 days) after the close of each calendar quarter, CHEMIA WGL shall pay furnish to the reasonable fees, costs and expenses Royalty Agent a detailed reconciliation statement of the GBLI auditProven and Probable Reserves as of the close of business on the last day of the preceding calendar quarter.

Royalty. a. CHEMIA (i) Viral Genetics agrees that either it or any other present or future entity through which they may engage in business, operations or activities in the Territory, shall pay a royalty to GBLI an earned royalty (the “Earned Royalty”) on all Licensed Products sold or otherwise distributed by CHEMIA, in an amount NYIC equal to five percent (5%) (the "Royalty") of Net Sales. For purposes all Gross Profits obtained by them from the sale of Products in the Territory, for the period commencing on the date of this Addendum, “Net Sales” means the invoiced sales price of all Licensed Product(sAgreement and ending fifteen (15) sold by CHEMIA, less: (i) outward years from and shipping charges (where such gross revenues include freight and shipping charges separately listed on the invoiced price); and including said date. There shall be no minimum Royalty payable to NYIC. (ii) all taxes levied directly The Royalty will be paid on the sale of Licensed Products by any government or governmental agency; No deductions shall be made from the invoiced sales price for any fee or charge including but not limited to uncollectible accounts and/or sales commissions. b. On or before forty-five (45) a calendar days after the last day of each calendar quarter starting from the Addendum Effective Date through to the date of any expiration or terminationquarterly basis, CHEMIA shall transmit to GBLI an accurate itemized statement setting forth sales of Licensed Products. Such statements shall list all sales of Licensed Products detailed by CHEMIA (each, a “Sales Report’’). In addition, CHEMIA shall also make a final Sales Report to GBLI within no later than forty-five (45) days after the date 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 any termination or expiration Gross Profits for the quarter and the amount of this Addendum. Together with such Sales Reports, CHEMIA shall pay to GBLI the Earned Royalty payable for such calendar year quarter or applicable periodto NYIC. The royalty shall be paid to NYIC in U.S. Dollars. c. CHEMIA shall make and keep at its principal place of business true and accurate records and books of account in sufficient detail to account for Earned Royalty payments payable hereunder for the immediately prior two (2iii) year period. CHEMIA shall promptly notify GBLI in writing of the location of such books and records and any change of such location. Upon five (5) business days’ advance written notice from GBLI to CHEMIA, GBLI and/or its representatives NYIC shall have the right to inspect, dispute any Royalty Statement that it objects to and to conduct an audit (using experts and copy at all reasonable times during CHEMIA’s usual business hours, but no more often than one (1advisors chosen by NYIC) time in any twelve (12) month period, such records and books which are relevant to of Viral Genetics solely for purposes of determining the computation of royalty payments and the determination amount of the accuracy of any of the reports and payments provided under this AddendumRoyalty payable to NYIC. Such examination NYIC shall be made at GBLI’s sole cost and expense; provided, however that if the audit reveals an underpayment of royalty payments to GBLI from CHEMIA equal to or greater than five percent (5%) of the actual amount owed to GBLI, CHEMIA shall pay the reasonable fees, bear its own costs and expenses incurred with any such dispute or audit; provided that if as a result thereof the amount of the GBLI auditRoyalty payable to NYIC is increased from that which was shown on the Royalty Statement by more than $10,000, then Viral Genetics shall reimburse NYIC 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) NYIC shall not have the right to dispute any Royalty Statement, unless NYIC notifies Viral Genetics in writing within 180 days after NYIC's receipt of the applicable Royalty Statement that NYIC 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 NYIC, any amounts which are included in any Gross Profits which are received by Viral Genetics in a currency other than U.S. Dollars shall be converted to U.S. Dollars as of the last day of the relevant quarter, regardless of whether or not such amounts were actually so converted or repatriated out of the Territory.

Royalty. a. CHEMIA 10.1 Within thirty (30) days following the end of each calendar month, Licensee shall pay to GBLI an earned royalty (the “Earned Royalty”) on all Licensed Products sold or otherwise distributed by CHEMIA, in an amount Licensor a Royalty Fee equal to five percent (5%) the product of Net Salesthe Royalty Rate and Licensee's gross sales for such month. For purposes This royalty rate will be calculated by using arm's length standards as determined by commonly accepted intercompany pricing methodologies, and shall be presented in a report including an outline of the industry, the specific practices within the industry, the property in question, the pricing methodologies considered, a transfer pricing report from PricewaterhouseCoopers LLP as to the most appropriate method to employ in such determinations, data in support of this Addendummethod, “Net Sales” means and the invoiced sales price of all Licensed Product(s) sold by CHEMIA, less: ultimate rate. Thirty (i) outward and shipping charges (where such gross revenues include freight and shipping charges separately listed on the invoiced price); and (ii) all taxes levied directly on the sale of Licensed Products by any government or governmental agency; No deductions shall be made from the invoiced sales price for any fee or charge including but not limited to uncollectible accounts and/or sales commissions. b. On or before forty-five (45) calendar days after the last day of each calendar quarter starting from the Addendum Effective Date through to the date of any expiration or termination, CHEMIA shall transmit to GBLI an accurate itemized statement setting forth sales of Licensed Products. Such statements shall list all sales of Licensed Products detailed by CHEMIA (each, a “Sales Report’’). In addition, CHEMIA shall also make a final Sales Report to GBLI within forty-five (4530) days after Licensee's books have been closed for the date fiscal year, in the event that the total Licensee year-end gross sales figure varies from the sum of the twelve monthly gross sales figures for that fiscal year, Licensee shall pay Licensor a single "true-up" payment to compensate Licensor for any additional gross sales for which the Royalty Fee was not paid, or, if appropriate, Licensor shall reimburse Licensee for any overpayment. 10.2 Notwithstanding anything therein to the contrary, the parties agree that the Royalty Fee shall be evaluated annually in connection with the transfer pricing study prepared in accordance with Internal Revenue Code Section 482 and regulations promulaged thereunder, and, if warranted, a new Royalty Fee based on such evaluation may be established. In the event that the new Royalty Fee is unacceptable to Licensee, Licensee may request that the Royalty Fee be evaluated by a mutually agreed upon independent party, and a new Royalty Fee based on such evaluation established. The cost of any termination or expiration of this Addendum. Together with such Sales Reports, CHEMIA evaluations shall pay to GBLI the Earned Royalty payable for such calendar year quarter or applicable periodbe born by Licensee. c. CHEMIA 10.3 If Licensee and Licensor are not able to agree upon a new Royalty Rate, such dispute shall make and keep at its principal place of business true and accurate records and books of account be settled by arbitration in sufficient detail to account for Earned Royalty payments payable hereunder for accordance with the immediately prior two (2) year period. CHEMIA shall promptly notify GBLI in writing Commercial Arbitration Rules of the location of such books American Arbitration Association, and records and any change of such location. Upon five (5judgment upon the award rendered by the arbitrator(s) business days’ advance written notice from GBLI to CHEMIA, GBLI and/or its representatives shall have the right to inspect, audit and copy at all reasonable times during CHEMIA’s usual business hours, but no more often than one (1) time may be entered in any twelve (12) month period, such records and books which are relevant to the computation of royalty payments and the determination court having jurisdiction thereof. The decision of the accuracy of any of the reports and payments provided under this Addendum. Such examination arbitrator(s) shall be made at GBLI’s sole cost and expense; provided, however that if binding on the audit reveals an underpayment of royalty payments to GBLI from CHEMIA equal to or greater than five percent (5%) of the actual amount owed to GBLI, CHEMIA shall pay the reasonable fees, costs and expenses of the GBLI auditParties.

Royalty. a. CHEMIA (a) Upon execution of this Agreement, Licensee shall issue to Licensor a total of One Million restricted shares of Licensee's Common Stock. (b) Licensee agrees to pay Licensor a royalty of two percent of the Net Selling Price for each Oxywell Product sold by Licensee after the effective date of this Agreement; In the event any national government imposes any exchange restrictions prohibiting any payments required to GBLI be made by Licensee under this Agreement, an earned account in the name of Licensor shall be established in a financial institution of Licensor's choice in the country of such national government and all monies due Licensor shall be paid into such account, or at Licensor's election, payment shall be made to any account designated by Licensor that complies with such restrictions. (c) An Oxywell Product is deemed sold at the time of first invoicing or, if not invoiced, at the time of first shipment, delivery, or other transfer to other than Licensee, or when first actually put into use, including use by Licensee, whichever occurs the earliest. (d) The accounting period shall be on a calendar quarterly basis for the respective periods ending on March 31, June 30, September 30 and December 31 of each year, beginning with the end of the period first following the date of this Agreement. (e) Within 30 days of the end of each period, Licensee shall furnish Licensor with a certified written statement of the quantity of Oxywell Products sold in the preceding accounting period, setting forth the essential information concerning the sales by Licensee of all Oxywell Products subject to royalty (and upon which a royalty is calculated. Such information shall include the “Earned Royalty”) on all Licensed quantity of Oxywell Products sold or otherwise distributed leased, and all other facts necessary to facilitate verification of the royalty calculation and the identification of Oxywell Products for which royalties have been paid by CHEMIALicensee. Payment shall accompany each such statement. (f) Licensee agrees that it will at all times keep complete, true, and correct books of account containing a current record of leases, sales, and other data in sufficient detail to enable the royalties payable under this Agreement to be computed and verified. Licensee further agrees to permit an amount equal independent certified public accountant to five percent (5%) have access for inspection of Net Sales. For purposes said books of this Addendumaccount at reasonable intervals during business hours, “Net Sales” means and the invoiced sales price cost of all Licensed Product(s) sold by CHEMIA, less: (i) outward and shipping charges (where such gross revenues include freight and shipping charges separately listed on the invoiced price); and (ii) all taxes levied directly on the sale of Licensed Products by any government or governmental agency; No deductions independent certified public accountant shall be made from borne by Licensor, unless underpayments in excess of $5,000 are discovered; in which event, the invoiced sales price for any fee or charge including but not limited to uncollectible accounts and/or sales commissionscost of such independent certified public accountant shall be borne by Licensee. b. On or before forty-five (45h) calendar days after All royalties due hereunder shall be paid in United States Dollars. All royalties for an accounting period computed in other currencies shall be converted into United States Dollars at the buying rate for the transfer of such other currencies to United States Dollars as quoted by the Chase Manhattan Bank on the last day of each calendar quarter starting from the Addendum Effective Date through to the date of any expiration or termination, CHEMIA shall transmit to GBLI an accurate itemized statement setting forth sales of Licensed Products. Such statements shall list all sales of Licensed Products detailed by CHEMIA (each, a “Sales Report’’). In addition, CHEMIA shall also make a final Sales Report to GBLI within forty-five (45) days after the date of any termination or expiration of this Addendum. Together with such Sales Reports, CHEMIA shall pay to GBLI the Earned Royalty payable for such calendar year quarter or applicable period. c. CHEMIA shall make and keep at its principal place of business true and accurate records and books of account in sufficient detail to account for Earned Royalty payments payable hereunder for the immediately prior two (2) year period. CHEMIA shall promptly notify GBLI in writing of the location of such books and records and any change of such location. Upon five (5) business days’ advance written notice from GBLI to CHEMIA, GBLI and/or its representatives shall have the right to inspect, audit and copy at all reasonable times during CHEMIA’s usual business hours, but no more often than one (1) time in any twelve (12) month accounting period, or the business day thereafter if such records and books which are relevant to the computation of royalty payments and the determination of the accuracy of any of the reports and payments provided under this Addendum. Such examination last day shall be made at GBLI’s sole cost and expense; provided, however that if the audit reveals an underpayment of royalty payments to GBLI from CHEMIA equal to a Sunday or greater than five percent (5%) of the actual amount owed to GBLI, CHEMIA shall pay the reasonable fees, costs and expenses of the GBLI audita holiday.

Royalty. a. CHEMIA 7.1 In consideration of the rights granted herein, Krispy Kreme shall pay to GBLI an earned HDN a royalty (equivalent to a percentage of all sales of the “Earned Royalty”) on all Licensed Products sold or otherwise distributed by CHEMIAKrispy Kreme, in an amount equal to five such percentage currently being two percent (52%) (the "Royalty"). 7.2 In consideration of Net Salesthe right to Franchise or Sublicense the Trademarks hereunder, Krispy Kreme shall require, as an integral part of any such Franchise or Sublicense of the Trademarks, that all royalty fees payable to Krispy Kreme as a result of such Franchise or Sublicense shall be payable to HDN (the "Franchise Fees"). For purposes of this Addendum, “Net Sales” means the invoiced sales price Krispy Kreme shall guaranty and shall ultimately be responsible for payment of all Licensed Product(s) sold by CHEMIA, less: (i) outward and shipping charges (where such gross revenues include freight and shipping charges separately listed on the invoiced price); and (ii) all taxes levied directly on the sale of Licensed Products by any government or governmental agency; No deductions shall be made from the invoiced sales price for any fee or charge including but not limited to uncollectible accounts and/or sales commissionsFranchise Fees. b. On or before forty-five (45) calendar days after 7.3 Unless agreed to the contrary, Krispy Kreme shall calculate the Royalty and Franchise Fees payable to HDN on the last day of each calendar fiscal quarter starting from of Krispy Kreme occurring during the Addendum Effective Date through to the date of any expiration or termination, CHEMIA shall transmit to GBLI an accurate itemized statement setting forth sales of Licensed Products. Such statements shall list all sales of Licensed Products detailed by CHEMIA (each, a “Sales Report’’). In addition, CHEMIA shall also make a final Sales Report to GBLI within forty-five (45) days after the date of any termination or expiration term of this Addendum. Together with such Sales ReportsAgreement, CHEMIA and shall pay or cause to GBLI have paid to HDN such Royalty and Franchise Fees within thirty days of the Earned last day of each fiscal quarter occurring during the term of this Agreement. Notwithstanding the foregoing, the Royalty and Franchise Fees shall be deemed to accrue from day to day. Simultaneous with submission of the Royalty and Franchise Fees, Krispy Kreme shall deliver to HDN a detailed report of the Royalty and Franchise Fees payable for such calendar year quarter or applicable periodthe quarter. c. CHEMIA shall make and keep at its principal place of business true and accurate records and books of account in sufficient detail to account for Earned Royalty payments payable hereunder for the immediately prior two (2) year period. CHEMIA shall promptly notify GBLI in writing of the location of such books and records and any change of such location. Upon five (5) business days’ advance written notice from GBLI to CHEMIA, GBLI and/or its representatives 7.4 HDN shall have the right to inspectassess interest on any Royalty or Franchise Fee due and remaining unpaid in the manner and on the date stipulated for payment hereunder at a rate of two percent (2%) per annum above the average prime rate as reported in The Wall Street Journal for the period of default, audit such interest being compounded at the end of each fiscal year. 7.5 Krispy Kreme shall maintain complete and copy accurate records showing in detail the net sales of the Licensed Products. HDN, or its duly authorized representative, is entitled to inspect Krispy Kreme's records at all reasonable times during CHEMIA’s usual business hours, but no more often than one (1) time in any twelve (12) month period, such records and books which are relevant times. 7.6 HDN shall pay to the computation of royalty payments and the determination of the accuracy of any of the reports and payments provided under this Addendum. Such examination shall be made at GBLI’s sole cost and expense; provided, however that if the audit reveals an underpayment of royalty payments to GBLI from CHEMIA Krispy Kreme a fee equal to or greater than twenty-five percent (525%) of all collected Franchise Fees in consideration for materials, marketing and know-how provided by Krispy Kreme to Franchisees or Sublicensees, and for effort expended by Krispy Kreme in increasing demand for products sold under the actual amount owed Trademarks pursuant to GBLI, CHEMIA Franchise and Sublicense arrangements. This fee shall pay the reasonable fees, costs and expenses be paid to Krispy Kreme within ten days following payment of the GBLI auditFranchisee Fee to HDN.

Royalty. a. CHEMIA 11.1 Licensee shall pay to GBLI an earned Licensor a royalty (based on Licensee's sales of the “Earned Royalty”) on all Licensed Products sold or otherwise distributed by CHEMIAto all Non-Licensor Channels (Combined U.S. and non-U.S.). The sales to which the royalty rates will be applied, except for sales to Licensee Special Accounts, shall be based on Wholesale Price, and no reduction in an amount equal the royalty shall be allowed for discounts given off Wholesale Price. With respect to five percent (5%) of Net Sales. For purposes of this Addendumsales to Licensee Special Accounts, “Net Sales” means the invoiced sales to which the royalty rates will be applied shall be based on actual invoice price net of all Licensed Product(s) sold by CHEMIAtaxes, less: (i) outward duties, freight, insurance and shipping charges (where such gross revenues include freight and shipping charges separately listed on the invoiced price); and (ii) all taxes levied directly on the sale of Licensed Products by any government or governmental agency; No deductions credits for returns actually made, but no deduction shall be made from for discounts for cash or * (CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 Act.) * With respect to all sales to Licensee Special Accounts, Licensee shall pay, in addition to the invoiced sales price for any fee or charge including but not limited to uncollectible accounts and/or sales commissionsbase royalty, * . b. On or before forty-five (45) calendar days after 11.2 Starting in Contract Year 3 and continuing throughout the last day term of each calendar quarter starting from the Addendum Effective Date through to the date of any expiration or terminationthis Agreement, CHEMIA shall transmit to GBLI an accurate itemized statement setting forth once Licensee's actual sales of the Licensed Products. Such statements Products to Non-Licensor Channels in a particular Contract Year reach the established target sales figure for that Contract Year as set forth in Paragraph 10.1 above under the heading * , a royalty rate of * shall list be applied to all sales in that Contract Year over and above the established target sales figure, and Licensee shall make its royalty payments on such sales in such year to Licensor based upon that * royalty rate, except that with respect to all such sales to Licensee Special Accounts, royalties shall be calculated as described in Schedule 4 attached hereto, and Licensee shall make its royalty payments on such sales in such year to Licensor based on such calculations. Starting in Contract Year 6 and continuing throughout the term of this Agreement, once Licensee's actual sales of the Licensed Products detailed by CHEMIA (eachto Non-Licensor Channels in a particular Contract Year reach the established "super" target sales figure for that Contract Year as set forth in Paragraph 10.1 above under the heading * * , a “Sales Report’’). In additionroyalty rate of * shall be applied to all sales in that Contract Year over and above the established "super" target sales figure, CHEMIA shall also make a final Sales Report to GBLI within forty-five (45) days after the date of any termination or expiration of this Addendum. Together with such Sales Reports, CHEMIA shall pay to GBLI the Earned Royalty payable for such calendar year quarter or applicable period. c. CHEMIA and Licensee shall make and keep at its principal place of business true and accurate records and books of account in sufficient detail to account for Earned Royalty payments payable hereunder for the immediately prior two (2) year period. CHEMIA shall promptly notify GBLI in writing of the location of such books and records and any change of such location. Upon five (5) business days’ advance written notice from GBLI to CHEMIA, GBLI and/or its representatives shall have the right to inspect, audit and copy at all reasonable times during CHEMIA’s usual business hours, but no more often than one (1) time in any twelve (12) month period, such records and books which are relevant to the computation of royalty payments and the determination of the accuracy of any of the reports and payments provided under this Addendum. Such examination shall be made at GBLI’s sole cost and expense; provided, however that if the audit reveals an underpayment of royalty payments to GBLI from CHEMIA equal to or greater than five percent on * (5%) of the actual amount owed to GBLI, CHEMIA shall pay the reasonable fees, costs and expenses of the GBLI auditCONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24B-2 OF THE 1934 ACT.)