Common use of Royalty Clause in Contracts

Royalty. a. On all sales of Products anywhere in the world by Licensee or SUBLICENSEE, Licensee shall pay USC a royalty of of the NET SALES PRICE. b. Licensee shall pay to USC a prepaid royalty of due and payable within thirty (30) days of market approval of a NEW DRUG APPLICATION (NDA) by the FDA for any product covered by the claims of any PATENT. The prepaid royalty shall be deductible from running royalties based on sales made after the date that the prepaid royalty is due. c. The obligation to pay a royalty under this Agreement on the NET SALES PRICE of a PRODUCT shall be imposed only once with respect to the same unit of the PRODUCT regardless of the number of valid issued or, assuming they were to issue, pending claims included within the PATENTS. d. In the event Licensee is required to pay third party royalty(ies) on patents not owned by USC in order to manufacture, use or sell a PRODUCT, then the royalty rate on the NET SALES PRICE of such PRODUCT shall be reduced by the following formula: New Royalty Rate = minus either (i) one and or (ii) of the royalty rate owed to the third party, whichever is less. e. Licensee shall pay such royalties to USC on a calendar quarter basis. With each quarterly payment, Licensee shall deliver to USC a full and accurate accounting to include at least the following information: i. Quantity of each PRODUCT sold (by country) by Licensee and its SUBLICENSEES; ii. Total receipts for each PRODUCT (by country); iii. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; iv. Names and addresses of SUBLICENSEES of Licensee; v. Total number of PRODUCTS manufactured (by country); and vi. Total royalties payable to USC. f. In each year the amount of royalty due shall be calculated quarterly as of March 31, June 30, September 30 and December 31 and shall be paid quarterly within the thirty next (30) days following such date. Every such payment shall be supported by the accounting prescribed in Paragraph 5.e. and shall be made in United States currency. Whenever for the purpose of calculating royalties conversion from foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the applicable end of calendar quarter. g. The royalty payments due under this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to in effect at 5:00pm (Eastern Time) on the due date, not to exceed the maximum permitted by law. The payments of such interest shall not preclude USC from exercising any other rights it may have as a consequence of the lateness of the payment.

Royalty. a. On all sales Subject to the remainder of Products anywhere in this Section 4.12, following the world by Licensee or SUBLICENSEEClosing, Licensee shall pay USC a royalty of of the NET SALES PRICE. b. Licensee Purchaser shall pay to USC a prepaid Seller non-refundable, non-creditable royalty payments with respect to Royalty-Bearing Products in an amount equal to (i) 20% of due U.S. Gross Profits; and payable within thirty (30ii) days 15% of market approval Ex-U.S. Gross Profits, in each case, as determined in accordance with this Agreement. For clarity, and notwithstanding any other provision of a NEW DRUG APPLICATION this Agreement to the contrary: (NDAA) by the FDA for any product covered by the claims of any PATENT. The prepaid royalty no Royalty Payment shall be deductible from running royalties based on sales made after the date that the prepaid royalty is due. c. The obligation payable by Purchaser (1) with respect to pay a royalty under this Agreement on the NET SALES PRICE of a PRODUCT shall be imposed only once Net Sales of, or Other Royalty-Bearing Product Revenue from, any Excluded U.S. TCs, or (2) otherwise with respect to the same unit sale or transfer of any Excluded U.S. TC by any Selling Person; (B) U.S. Gross Profits and Ex-U.S. Gross Profits shall exclude Net Sales of, and any Other Royalty-Bearing Product Revenue from, any Excluded U.S. TCs; (C) the entirety of the PRODUCT regardless Cost of Goods of the number of valid issued or, assuming they were to issue, pending claims included within the PATENTS. d. In the event Licensee is required to pay third party royalty(ies) on patents not owned by USC in order to manufacture, use or sell a PRODUCT, then the royalty rate on the NET SALES PRICE of such PRODUCT Excluded U.S. TCs shall be reduced by excluded from the following formula: New calculation of U.S. Gross Profits, Ex-U.S. Gross Profits and Royalty Rate = minus either Payments; (iD) one and Purchaser shall have no right (1) to deduct the Cost of Goods of the Excluded U.S. TCs (or any portion thereof) from (x) U.S. Gross Profits or Ex-U.S. Gross Profits, or (iiy) any Royalty Payments, Milestone Payments or other amounts payable by Purchaser under this Agreement, or (2) otherwise to recover the Cost of Goods of the royalty rate owed to the third partyExcluded U.S. TCs (or any portion thereof) out of any Royalty Payments, whichever is less. e. Licensee shall pay such royalties to USC on a calendar quarter basis. With each quarterly payment, Licensee shall deliver to USC a full and accurate accounting to include at least the following information: i. Quantity of each PRODUCT sold (Milestone Payments or other amounts payable by country) by Licensee and its SUBLICENSEES; ii. Total receipts for each PRODUCT (by country); iii. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; iv. Names and addresses of SUBLICENSEES of Licensee; v. Total number of PRODUCTS manufactured (by country)Purchaser under this Agreement; and vi. Total royalties payable to USC. f. In each year the amount of royalty due (E) no Royalty Payment shall be calculated quarterly as payable by Purchaser or otherwise accrue with respect to U.S. Gross Profits unless and until all Excluded U.S. TCs have been sold or transferred by or on behalf of March 31the Selling Persons to independent, June 30unrelated Persons (excluding other Selling Persons and Affiliates of such Selling Person), September 30 and December 31 and shall be paid quarterly within the thirty next (30) days following such date. Every such payment shall be supported by the accounting prescribed including Governmental Entities, in Paragraph 5.e. and shall be made in United States currency. Whenever or for the purpose U.S. Territory (as determined in accordance with the definition of calculating royalties conversion from foreign currency shall be required, such conversion shall be at U.S. Gross Profits) after the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the applicable end of calendar quarterClosing. g. The royalty payments due under this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to in effect at 5:00pm (Eastern Time) on the due date, not to exceed the maximum permitted by law. The payments of such interest shall not preclude USC from exercising any other rights it may have as a consequence of the lateness of the payment.

Royalty. a. On all sales of Products anywhere in the world by Licensee or SUBLICENSEE, Licensee shall pay USC a royalty of 3.1 In consideration of the NET SALES PRICE. b. Licensee exclusive license granted hereunder Affimed shall pay to USC DKFZ a prepaid running royalty of due ***** of Net Sales. During the initial period of four (4) years, the Net Sales are extended to the Affimed’s total sales, but excluding the exceptions as defined in Section 1.4. and payable excluding sublicenses as defined in Section 3.2. 3.2 If Affimed grants a sublicense to third parties, the portion of ***** of each license income, shall be paid to DKFZ. If Affimed grants a sublicense in connection with a cross-license to third parties, Affimed shall make a lump-sum payment of DM seventy thousand (70.000,00) within thirty (30) days of market approval after execution of a NEW DRUG APPLICATION (NDA) by the FDA for any product covered by the claims of any PATENT. The prepaid royalty shall be deductible from running royalties based on sales made after the date that the prepaid royalty is due. c. The obligation to pay a royalty under this Agreement on the NET SALES PRICE of a PRODUCT shall be imposed only once corresponding sublicense agreement with respect to the same unit of the PRODUCT regardless of the number of valid issued or, assuming they were to issue, pending claims included within the PATENTS. d. In the event Licensee is required to pay third party royalty(ies) on patents not owned by USC in order to manufacture, use or sell a PRODUCT, then the royalty rate on the NET SALES PRICE of such PRODUCT shall be reduced by the following formula: New Royalty Rate = minus either (i) one and or (ii) of the royalty rate owed to the third party. Each lump sum payment may be credited against ▇▇▇▇▇▇▇’s portion of the respective license income i.e. by reducing the portion of license income payable to Affimed by ***** of the amount due until the accumulated reduction has reached the amount of *****. Thereafter, whichever is less▇▇▇▇▇▇▇’s portion of license income has to be transferred without any further deduction. e. Licensee 3.3 Royalty payment shall commence with the first Sale of Licensed Products or Licensed Services by Affimed and shall cease upon expiration of the last to expire patent of Patent Rights. The regulation under 3.1 has to be considered, correspondingly. If Affimed must pay such for the sale of Licensed Products or Licensed Services a running royalty to a third party, Affimed shall not be entitled to deduct any percent of that royalty payable to that third party from the running royalty payable under this Agreement. 3.4 taxes imposed on payments made by Affimed to DKFZ shall be borne by Affimed. 3.5 Affimed shall keep correct and complete records of account as to the Licensed Products or Licensed Services sold containing all information required for the computation and verification of the Net Sales and of the royalties to USC on be paid under this Agreement. 3.6 During the term of this Agreement and within a period of ***** after its termination (and expiration) DKFZ shall have the right to have such records of account inspected and examined during the ordinary business hours through an independent certified public accountant acceptable to Affimed. The cost for such inspection and examination shall be borne by DKFZ; if the sublicense account should not be in order and the difference is ***** or more, the cost shall be borne by Affimed. 3.7 Affimed is obliged to transmit to DKFZ within 30 (thirty) days from the end of every calendar quarter basishalf year a written report showing the quantities of Licensed Products and Licensed Services sold by Affimed in the preceding calendar half year as well as the corresponding Net Sales and the royalties due. With each quarterly paymentIf there were no royalty bearing manufacture or sales of any Licensed Products and Licensed Services, Licensee Affimed has to report so to DKFZ within said term. The regulations under 3.1 and 3.3 have to be considered, correspondingly. The written report or the nil returns shall deliver be sent to USC a full and accurate accounting to include at least the following information:address Deutsches Krebsforschungszentrum Technology Transfer Department S0102 Im Neuenheimer ▇▇▇▇ 280, 69120 Heidelberg Federal Republic of Germany i. Quantity of each PRODUCT sold (by country) by Licensee and its SUBLICENSEES; ii. Total receipts for each PRODUCT (by country); iii. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; iv. Names and addresses of SUBLICENSEES of Licensee; v. Total number of PRODUCTS manufactured (by country); and vi. Total royalties payable to USC. f. In each year the 3.8 The amount of royalty due has to be remitted in Deutsche Mark or Euro within said term of the above paragraph to the following account of DKFZ by ▇▇▇▇▇ transfer: ***** 3.9 The obligations to pay shall only be calculated quarterly as fulfilled on the day on which the relevant amount of March 31, June 30, September 30 and December 31 and shall be paid quarterly within money is credited to the thirty next (30) days following such date. Every such payment shall be supported by aforesaid account. 3.10 For the accounting prescribed in Paragraph 5.e. and shall be made in United States currency. Whenever for the purpose conversion of calculating royalties conversion from foreign currency into Deutsche Mark or Euro the official spot selling rate at Frankfurt am Main on the last business day of the period to which the payment of royalties relates shall apply. If any payment is delayed, the spot selling rate valid on the last business day of the corresponding royalty period is to be required, such conversion used. 3.11 On payments in arrear the Affimed shall be pay interest at the higher rate of b) Any losses suffered by DKFZ in terms of less favourable exchange thereafter published in the Wall Street Journal for the business day closest to the applicable end of calendar quarter. g. The royalty payments due under this Agreement shall, if overdue, bear interest until payment at rate as a per annum rate equal to in effect at 5:00pm (Eastern Time) on the due date, not to exceed the maximum permitted by law. The payments result of such interest shall not preclude USC from exercising any other rights it may delayed payments have as a consequence to be refunded by Affimed to DKFZ by applying the modalities of the lateness of the paymentaccounting according to paragraph 3.10.

Royalty. a. On all sales of Products anywhere in the world by Licensee or SUBLICENSEE, Licensee shall pay USC a royalty of of the NET SALES PRICE. b. Licensee Knoll shall pay to USC CPEC a prepaid royalty for the use of due the license and trademarks of bucindolol in the Territory. The royalty for all periods subsequent to the end of the Launch Year shall be equal to 40% of the net result of (1) Net Sales and other collaborative revenue (e.g., a payment by a sublicensee or royalties received from agents or from third parties ("Other Collaborative Revenue")) less (2) cost of goods sold, sales and marketing expenses (including costs for samples not previously deducted as an expense, mutually agreed upon sales force allocation, and other bucindolol related promotional and educational expenditures), post-launch clinical trials, third party royalties (including any royalty payable within thirty to BMS or Jago Pharma AG) and distribution costs (30) days including freight, insurance and packaging material for shipment of market approval of bucindolol). If the royalty calculation, as set forth in the preceding sentence, results in a NEW DRUG APPLICATION (NDA) by the FDA negative amount for any product covered by period, then CPEC shall pay to Knoll such amount within 30 days after the claims end of any PATENTthe quarter, and Knoll shall not owe CPEC a royalty payment for such period. The prepaid royalty payable by Knoll to CPEC during the Launch Year shall be deductible from running equal to 40% of the net result of (1) Net Sales and Other Collaborative Revenue less (2) cost of goods sold, third party royalties based on and distribution costs. Net Sales shall mean the total amount invoiced by Knoll or its affiliates or sublicensees, for sales made after the date that the prepaid royalty is due. c. The obligation to pay a royalty under this Agreement of licensed product less commission, discounts, returns and return allowances, sales, use or value-added taxes, duties and other credits or allowances shown on the NET SALES PRICE of a PRODUCT invoices; provided, however, Net Sales shall be imposed only once with respect to unaffiliated third parties include the same unit sales amount to such unaffiliated third parties or agents (and not the value of the PRODUCT regardless of the number of valid issued or, assuming they were to issue, pending claims included within the PATENTS. d. In the event Licensee is required to pay resales by such third party royalty(iesparties or agents) on patents not owned by USC in order to manufacture, use or sell a PRODUCT, then the royalty rate on the NET SALES PRICE of such PRODUCT shall be reduced by the following formula: New Royalty Rate = minus either (i) one and or (ii) of the royalty rate owed to the third party, whichever is less. e. Licensee shall pay such royalties to USC on a calendar quarter basis. With each quarterly payment, Licensee shall deliver to USC a full and accurate accounting to include at least the following information: i. Quantity of each PRODUCT sold (by country) by Licensee and its SUBLICENSEES; ii. Total receipts for each PRODUCT (by country); iii. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; iv. Names and addresses of SUBLICENSEES of Licensee; v. Total number of PRODUCTS manufactured (by country); and vi. Total royalties payable to USC. f. In each year the amount of royalty due third parties in connection with sales by unaffiliated third parties or agents shall be calculated quarterly as of March 31a deductible expense. Expenses shall be based on actual costs incurred and shall not include general administrative, June 30, September 30 and December 31 corporate or affiliate overhead or reserves. Each party shall be responsible for its own taxes on income. The royalty payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate and shall be paid quarterly in U.S. dollars within 30 days after the thirty next (30) days following such dateend of the quarter. Every such payment Taxes and other duties which are mandatorily payable by Intercardia/CPEC in the Federal Republic of Germany and which must be remitted by Knoll for Intercardia/CPEC's account and for which Knoll is legally liable shall be supported withheld and remitted by Knoll on behalf of Intercardia/CPEC. In such cases, Knoll shall send Intercardia/CPEC the accounting prescribed in Paragraph 5.ereceipts for such payments. and All payments to Intercardia/CPEC shall be made in United States currencynet of withholding taxes, if applicable. Whenever for As long as legally permitted, value added tax shall not be invoiced as a separate item. Exhibit A illustrates the purpose calculation of calculating royalties conversion from foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest payable to the applicable end of calendar quarter. g. The royalty payments due CPEC under this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to in effect at 5:00pm (Eastern Time) on the due date, not to exceed the maximum permitted by law. The payments of such interest shall not preclude USC from exercising any other rights it may have as a consequence of the lateness of the paymentAgreement.

Royalty. a. On all sales For a period of Products anywhere in *** years following the world by Licensee or SUBLICENSEE, Licensee shall pay USC a royalty of end of the NET SALES PRICE. b. Licensee shall exclusivity period described in Addendum A specific to *** of this Amendment, the Seller agrees to pay Buyer a running royalty equal to USC a prepaid royalty *** percent of due and the gross revenues (excluding sales to Buyer) generated by Seller from the sale of the ***. Where the aggregate royalties paid and/or payable within thirty (30) days of market approval of a NEW DRUG APPLICATION (NDA) by the FDA for any product covered by the claims of any PATENT. The prepaid to Buyer under this Addendum A *** specific Royalties are greater than or equal to ***, no further royalty shall be deductible from running royalties based on sales made due. Royalties shall accrue quarterly and be payable within *** days after the date end of each quarter. Buyer has the option to receive a credit for the royalties for application to future orders, extended warranties, or other options selected at Buyer’s discretion. For purposes of this Addendum A, ***, “gross revenue” shall mean revenues booked by Seller for sales of complete *** Chipset Burn-In tools, in respect of which Seller has collected the cash, less any discounts or refunds lawfully made and exclusive of sales taxes, use taxes, VAT, imposts, duties or other taxes levied upon or otherwise payable by an end user or other third party, and that are collected by Seller in addition to the prepaid royalty is due. c. The obligation to pay a royalty under this Agreement on fees charged by Seller for the NET SALES PRICE sale or supply of a PRODUCT royalty-bearing product. Reported quantities and related royalties shall be imposed only once with respect subject to the same unit of the PRODUCT regardless of the number of valid issued orsubsequent revision, assuming they were to issue, pending claims included within the PATENTS. d. In the event Licensee is required to pay third party royalty(ies) on patents not owned by USC correction and reconciliation in order to manufacture, use or sell a PRODUCT, then the royalty rate on the NET SALES PRICE of such PRODUCT shall be reduced by the following formulalater quarters based on: New Royalty Rate = minus either (i) one and non-acceptance, revocation of acceptance, or rejection of royalty-bearing products hereunder by end users or other third parties, in which event a credit or refund, as appropriate, shall be issued by Buyer in the amount of the applicable royalty due; or (ii) adjustments and/or discounts applied by agreement of the royalty rate owed parties. It is understood and agreed that Buyer solely owns any and all currently existing Intellectual Property Rights relating to the third party, whichever is less. e. Licensee shall pay such royalties to USC any systems based on a calendar quarter basismulti-axis robotic handling using the modular wall concept. With each quarterly paymentIf Seller desires to build such systems for sale to other customers that incorporate any pre-existing Buyer Intellectual Property, Licensee shall deliver Seller understands that a royalty to USC a full and accurate accounting to include at least the following information: i. Quantity of each PRODUCT sold (by country) by Licensee and its SUBLICENSEES; ii. Total receipts for each PRODUCT (by country); iii. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; iv. Names and addresses of SUBLICENSEES of Licensee; v. Total number of PRODUCTS manufactured (by country); and vi. Total royalties be negotiated in good faith will be payable to USC. f. In each year the amount of royalty due shall be calculated quarterly as of March 31, June 30, September 30 and December 31 and shall be paid quarterly within the thirty next (30) days following such date. Every such payment shall be supported by the accounting prescribed in Paragraph 5.e. and shall be made in United States currency. Whenever Buyer for the purpose of calculating royalties conversion from foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the applicable end of calendar quarter. g. The royalty payments due under this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to in effect at 5:00pm (Eastern Time) on the due date, not to exceed the maximum permitted by law. The payments any sales of such interest shall not preclude USC from exercising any other rights it may have as a consequence of the lateness of the paymentsystem.

Royalty. a. On all sales of Products anywhere 3.1 Notwithstanding any provision in the world by Licensee Debenture to the contrary, the Company will repay the Remaining Debenture Principal based on the sale, lease, license, loan, rental, test or SUBLICENSEE, Licensee shall pay USC evaluation of RDX Products calculated in accordance with the formula of Exhibit A (the amount of each such payment being a royalty of of the NET SALES PRICE. b. Licensee shall pay “Royalty Repayment”). All Royalty Repayments arising pursuant to USC a prepaid royalty of due and payable this Section 3.1 will be paid within thirty (30) days of market approval the end of a NEW DRUG APPLICATION (NDA) each calendar month for which such Royalty Repayments have accrued and shall be applied by the FDA for A-1 Investor to repay the Remaining Debenture Principal. The Company agrees to keep accurate books and records regarding its sale of RDX Products and its calculation of Royalty Repayments due hereunder. No more than once per calendar year, the A-1 Investor or its designee may audit such books and records at the Company’s premises during normal business hours. If any product covered such audit reveals an under-payment by the claims Company, the Company will promptly remit to the A-1 Investor the amount of any PATENTsuch shortfall and reimburse the A-1 Investor for the actual out of pocket cost of the audit. The prepaid royalty shall be deductible from running royalties based on sales made after Upon the date that Company’s remittance to the prepaid royalty is due. c. The A-1 Investor of Royalty Repayments totaling $3,000,000, the Company will have no additional obligation to pay a royalty under any Royalty Repayments pursuant to this Agreement on Section 3.1 and the NET SALES PRICE of a PRODUCT shall be imposed only once with respect to the same unit of the PRODUCT regardless of the number of valid issued or, assuming they were to issue, pending claims included within the PATENTS. d. In the event Licensee is required to pay third party royalty(ies) on patents not owned by USC in order to manufacture, use or sell a PRODUCT, then the royalty rate on the NET SALES PRICE of such PRODUCT shall be reduced by the following formula: New Royalty Rate = minus either A-1 Investor agrees and acknowledges that (i) one all outstanding indebtedness and other obligations of the Company under or relating to the Debenture automatically shall be deemed paid and satisfied in full and, in accordance with Section 9.4 (iiDischarge) of the royalty rate owed to Debenture, all obligations and liabilities of the third party, whichever is less. e. Licensee shall pay such royalties to USC on a calendar quarter basis. With each quarterly payment, Licensee shall deliver to USC a full and accurate accounting to include at least Company under the following information: i. Quantity of each PRODUCT sold (by country) by Licensee and its SUBLICENSEES; ii. Total receipts for each PRODUCT (by country); iii. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; iv. Names and addresses of SUBLICENSEES of Licensee; v. Total number of PRODUCTS manufactured (by country); and vi. Total royalties payable to USC. f. In each year the amount of royalty due Debenture shall be calculated quarterly as of March 31irrevocably discharged. As used herein, June 30“RDX Products” means RDX® media cartridges, September 30 which are durable, portable and December 31 and shall be paid quarterly within the thirty next (30) days following such date. Every such payment shall be supported by the accounting prescribed in Paragraph 5.e. and shall be made in United States currency. Whenever for the purpose of calculating royalties conversion from foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the applicable end of calendar quarterremovable storage devices. g. The royalty payments due under this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to in effect at 5:00pm (Eastern Time) on the due date, not to exceed the maximum permitted by law. The payments of such interest shall not preclude USC from exercising any other rights it may have as a consequence of the lateness of the payment.

Royalty. a. On Licensee shall pay quarterly to Licensor a royalty that is equivalent to the below stated percentage of its Net Proceeds from Sales of Products sold during such quarter pursuant to the license granted herein. 4.1 The royalty rate for Products set forth on Schedule A shall be [redacted**] unless and until Licensee exercises the Exclusivity Option of Section 2.02 of the Distribution Agreement, after which the royalty rate for electrosurgical generators sold exclusively by Licensee thereunder shall be [redacted**]. 4.2 Royalties shall be calculated and paid quarterly for all Products sold during each Licensee fiscal quarter, Royalties shall be payable immediately at the end of such fiscal quarter, and are due to be received by Licensee within forty-five (45) calendar days following the end of each Licensee fiscal quarter for all sales made during such Licensee fiscal quarter. In the event such royalty payments are not paid when due, Licensee shall be obligated to pay to Licensor interest on the total amount past due (including accrued interest) at a rate of Products anywhere one percent (1%) per month or portion thereof that said payment is late. 4.3 It is understood that on sales by Licensee to its sublicensees or affiliatedcompanies of a particular Product, royalties shall be paid on such sales on theaverage United States Net Proceeds from Sales for that instrument in the world quarterlyperiod in which the sale is made regardless of the actual price at which the instrument is sold to an affiliated company or sublicense or to the ultimate user of the instrument. Licensee will pay only a single royalty per device sold by Licensee or SUBLICENSEEits sublicensees or affiliates. 4.4 For purposes of this Agreement, “Net Proceeds from Sales” shall meanLicensee’s billing price of Products, less discounts allowed, credits for claims orallowances, returns, and less taxes or other government charges added to the faceof the invoice and paid by Licensee. 4.5 Licensee shall keep true books of account containing an accurate and complete record of all data necessary for the computation of royalties payable to Licensor hereunder. Licensor shall, at its own expense, have the right to nominate an independent certified public accountant who shall have access, during reasonable business hours, but no more than once per year, to such of Licensee’s records as are necessary to verify the accuracy of the royalty payments made under this license. If in an audit of Licensee’s records it is determined, and not disputed, that there is a shortfall in royalties reported for any reporting period under this Agreement, Licensee shall, upon request by Licensor, pay such shortfall (with interest as described in Section 4.2) within ten (10) business days and, if the shortfall is three percent (3%) or more in royalties reported for the audited period, Licensee shall pay USC a royalty of also reimburse Licensor for the reasonable out-of-pocket costs of the NET SALES PRICEaudit. b. Licensee shall pay to USC a prepaid royalty of due and payable within thirty (30) days of market approval of a NEW DRUG APPLICATION (NDA) by the FDA for any product covered by the claims of any PATENT. The prepaid royalty shall be deductible from running royalties based on sales made after the date that the prepaid royalty is due. c. The obligation to pay a royalty under this Agreement on the NET SALES PRICE of a PRODUCT shall be imposed only once with respect to the same unit of the PRODUCT regardless of the number of valid issued or, assuming they were to issue, pending claims included within the PATENTS. d. In the event Licensee is required to pay third party royalty(ies) on patents not owned by USC in order to manufacture, use or sell a PRODUCT, then the royalty rate on the NET SALES PRICE of such PRODUCT shall be reduced by the following formula: New Royalty Rate = minus either (i) one and or (ii) of the royalty rate owed to the third party, whichever is less. e. Licensee shall pay such royalties to USC on a calendar quarter basis. With each quarterly payment, Licensee shall deliver to USC a full and accurate accounting to include at least the following information: i. Quantity of each PRODUCT sold (by country) by Licensee and its SUBLICENSEES; ii. Total receipts for each PRODUCT (by country); iii. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; iv. Names and addresses of SUBLICENSEES of Licensee; v. Total number of PRODUCTS manufactured (by country); and vi. Total royalties payable to USC. f. In each year the amount of royalty due shall be calculated quarterly as of March 31, June 30, September 30 and December 31 and shall be paid quarterly within the thirty next (30) days following such date. Every such payment shall be supported by the accounting prescribed in Paragraph 5.e. and shall be made in United States currency. Whenever for the purpose of calculating royalties conversion from foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the applicable end of calendar quarter. g. The royalty payments due under this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to in effect at 5:00pm (Eastern Time) on the due date, not to exceed the maximum permitted by law. The payments of such interest shall not preclude USC from exercising any other rights it may have as a consequence of the lateness of the payment.

Royalty. a. On all sales of Products anywhere in (i) In addition to the world by Licensee or SUBLICENSEESection 4A license fee, Licensee shall agrees to pay USC to ▇▇▇▇ as "earned royalties" a royalty of calculated as a percentage of the NET SALES PRICE. b. Licensee shall pay to USC a prepaid Selling Price of Research Products in accordance with the terms and conditions of this Agreement. The royalty is deemed earned as of due and payable within thirty (30) days of market approval of a NEW DRUG APPLICATION (NDA) by the FDA for any product covered by the claims of any PATENT. The prepaid royalty shall be deductible from running royalties based on sales made after the date Licensee invoices the customer for the Selling Price. The royalty shall remain fixed while this Agreement is in effect at a rate of four percent (4%) of the Selling Price of Research Products. (ii) Licensee also agrees to pay to ▇▇▇▇ as "earned royalties" a royalty calculated as a percentage of the Selling Price of Services in accordance with the terms and conditions of this Agreement. The royalty is deemed earned as of thirty (30) days after the date Licensee invoices the customer for the Selling Price. The royalty shall remain fixed while this Agreement is in effect at a rate of four percent (4 %) of the Selling Price of Services. (iii) If Licensee is required to make payments to an unaffiliated third party for a license or similar right to such third party's patents, in the absence of which right or license Licensee could not legally make, use or sell Research Products or Services, then the royalty payable under this Section 4B shall be reduced by one half of royalties payable to such third parties on that Research Product or Service; provided, however, that the prepaid adjusted royalty is duerate to ▇▇▇▇ will be no less than fifty percent (50%) of the applicable royalty rate payable to ▇▇▇▇ under this Agreement for such Research Products or Services. c. The obligation (iv) In the event that the sale, lease, or other transfer by Licensee of Research Products or Services under this Agreement also requires payment to ▇▇▇▇ of royalties under any other agreement between ▇▇▇▇ and Licensee, the cumulative earned royalties owed to ▇▇▇▇ for that Research Product or Service under all such agreements shall not exceed the single highest royalty as set forth in those agreements. Licensee shall pay to ▇▇▇▇ royalties under all such agreements individually and on a pro rata basis. (For example, if Licensee owes to ▇▇▇▇ a two percent (2%) earned royalty under this Agreement and a three percent (3%) earned royalty under a separate agreement, the cumulative royalties owed to ▇▇▇▇ shall be there percent (3%), but shall be paid proportionately under each agreement in payments of 2/5 of three percent (3%) under this Agreement and 3/5 of three percent (3%) on the NET SALES PRICE other.) (v) For avoidance of a PRODUCT shall be imposed only once doubt, with respect to payment of earned royalties by Licensee: (a) If Licensee renders Services to a customer applicable to such customer's own molecules, Licensee will pay royalties on the same unit Selling Price of Services invoiced for the sale of the PRODUCT regardless Services, but Licensee shall not owe royalties for any sales by the customer of such customer's molecules by reason of such Services. (b) If Licensee sells Research Products to a customer, and the customer uses the Research Product in connection with the customer owned molecules, Licensee will pay royalties on Selling Price of Research Products invoiced for the sale of the number of valid issued orResearch Product, assuming they were to issue, pending claims included within but Licensee shall not owe royalties for any sales by the PATENTS. d. In the event Licensee is required to pay third party royalty(ies) on patents not owned by USC in order to manufacture, use or sell a PRODUCT, then the royalty rate on the NET SALES PRICE customer of such PRODUCT shall be reduced customer's molecules by the following formula: New Royalty Rate = minus either (i) one and or (ii) of the royalty rate owed to the third party, whichever is less. e. Licensee shall pay such royalties to USC on a calendar quarter basis. With each quarterly payment, Licensee shall deliver to USC a full and accurate accounting to include at least the following information: i. Quantity of each PRODUCT sold (by country) by Licensee and its SUBLICENSEES; ii. Total receipts for each PRODUCT (by country); iii. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; iv. Names and addresses of SUBLICENSEES of Licensee; v. Total number of PRODUCTS manufactured (by country); and vi. Total royalties payable to USC. f. In each year the amount of royalty due shall be calculated quarterly as of March 31, June 30, September 30 and December 31 and shall be paid quarterly within the thirty next (30) days following such date. Every such payment shall be supported by the accounting prescribed in Paragraph 5.e. and shall be made in United States currency. Whenever for the purpose of calculating royalties conversion from foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the applicable end of calendar quarter. g. The royalty payments due under this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to in effect at 5:00pm (Eastern Time) on the due date, not to exceed the maximum permitted by law. The payments reason of such interest shall not preclude USC from exercising any other rights it may have as a consequence use of the lateness of the paymentsuch Research Product.

Royalty. a. On all sales of Products anywhere in the world by Licensee or SUBLICENSEE, Licensee shall pay USC a royalty of of the NET SALES PRICE. b. Licensee ▇▇▇▇▇ shall pay to USC CPEC a prepaid royalty for the use of due the license and trademarks of bucindolol in the Territory. The royalty for all periods subsequent to the end of the Launch Year shall be equal to 40% of the net result of (1) Net Sales and other collaborative revenue (e.g., a payment by a sublicensee or royalties received from agents or from third parties ("Other Collaborative Revenue")) less (2) cost of goods sold, sales and marketing expenses (including costs for samples not previously deducted as an expense, mutually agreed upon sales force allocation, and other bucindolol related promotional and educational expenditures), post-launch clinical trials, third party royalties (including any royalty payable within thirty to BMS or Jago Pharma AG) and distribution costs (30) days including freight, insurance and packaging material for shipment of market approval of bucindolol). If the royalty calculation, as set forth in the preceding sentence, results in a NEW DRUG APPLICATION (NDA) by the FDA negative amount for any product covered by period, then CPEC shall pay to ▇▇▇▇▇ such amount within 30 days after the claims end of any PATENTthe quarter, and ▇▇▇▇▇ shall not owe CPEC a royalty payment for such period. The prepaid royalty payable by ▇▇▇▇▇ to CPEC during the Launch Year shall be deductible from running equal to 40% of the net result of (1) Net Sales and Other Collaborative Revenue less (2) cost of goods sold, third party royalties based on and distribution costs. Net Sales shall mean the total amount invoiced by ▇▇▇▇▇ or its affiliates or sublicensees, for sales made after the date that the prepaid royalty is due. c. The obligation to pay a royalty under this Agreement of licensed product less commission, discounts, returns and return allowances, sales, use or value-added taxes, duties and other credits or allowances shown on the NET SALES PRICE of a PRODUCT invoices; provided, however, Net Sales shall be imposed only once with respect to unaffiliated third parties include the same unit sales amount to such unaffiliated third parties or agents (and not the value of the PRODUCT regardless of the number of valid issued or, assuming they were to issue, pending claims included within the PATENTS. d. In the event Licensee is required to pay resales by such third party royalty(iesparties or agents) on patents not owned by USC in order to manufacture, use or sell a PRODUCT, then the royalty rate on the NET SALES PRICE of such PRODUCT shall be reduced by the following formula: New Royalty Rate = minus either (i) one and or (ii) of the royalty rate owed to the third party, whichever is less. e. Licensee shall pay such royalties to USC on a calendar quarter basis. With each quarterly payment, Licensee shall deliver to USC a full and accurate accounting to include at least the following information: i. Quantity of each PRODUCT sold (by country) by Licensee and its SUBLICENSEES; ii. Total receipts for each PRODUCT (by country); iii. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; iv. Names and addresses of SUBLICENSEES of Licensee; v. Total number of PRODUCTS manufactured (by country); and vi. Total royalties payable to USC. f. In each year the amount of royalty due third parties in connection with sales by unaffiliated third parties or agents shall be calculated quarterly as of March 31a deductible expense. Expenses shall be based on actual costs incurred and shall not include general administrative, June 30, September 30 and December 31 corporate or affiliate overhead or reserves. Each party shall be responsible for its own taxes on income. The royalty payable to CPEC will be converted to U.S. dollars using a mutually agreed upon exchange rate and shall be paid quarterly in U.S. dollars within 30 days after the thirty next (30) days following such dateend of the quarter. Every such payment Taxes and other duties which are mandatorily payable by Intercardia/CPEC in the Federal Republic of Germany and which must be remitted by ▇▇▇▇▇ for Intercardia/CPEC's account and for which ▇▇▇▇▇ is legally liable shall be supported withheld and remitted by ▇▇▇▇▇ on behalf of Intercardia/CPEC. In such cases, ▇▇▇▇▇ shall send Intercardia/CPEC the accounting prescribed in Paragraph 5.ereceipts for such payments. and All payments to Intercardia/CPEC shall be made in United States currencynet of withholding taxes, if applicable. Whenever for As long as legally permitted, value added tax shall not be invoiced as a separate item. Exhibit A illustrates the purpose calculation of calculating royalties conversion from foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest payable to the applicable end of calendar quarter. g. The royalty payments due CPEC under this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to in effect at 5:00pm (Eastern Time) on the due date, not to exceed the maximum permitted by law. The payments of such interest shall not preclude USC from exercising any other rights it may have as a consequence of the lateness of the paymentAgreement.

Royalty. a. On all sales 5.1 During the term of Products anywhere this AGREEMENT and in consideration for the world by Licensee or SUBLICENSEEexclusive rights granted in this AGREEMENT, Licensee shall the LICENSEE and its AFFILIATE, FLOTEK, agree to pay USC to LICENSOR a royalty of 7.5% of the NET SALES PRICELICENSEE’s QUARTERLY GROSS REVENUE directly attributable to the LICENSED PRODUCTS that are sold by the LICENSEE in the TERRITORY (the “ROYALTY”), provided, however, that the Royalty shall not apply to QUARTERLY GROSS REVENUE attributable to any jurisdiction in which the LICENSED PRODUCTS are subject to competition from products whose cost, without the LICENSEE ROYALTY, is substantially the same to the LICENSED PRODUCTS. b. Licensee shall 5.2 As long as the LICENSED PATENT has not been found invalid or unenforceable, and has not expired or lapsed, the LICENSEE will pay to USC a prepaid royalty of due and payable within thirty (30) days of market approval of a NEW DRUG APPLICATION (NDA) by the FDA for any product covered by the claims of any PATENT. The prepaid royalty shall be deductible from running royalties based on sales made after the date that the prepaid royalty is due. c. The obligation to pay a royalty under this Agreement on the NET SALES PRICE of a PRODUCT shall be imposed only once LICENSOR, with respect to each calendar year (ending December 31st), a guaranteed minimum amount of ROYALTY pursuant to Section 5.1 equal to $400,000. The guaranteed minimum amount of ROYALTY shall only be paid should the same unit ROYALTY payments described in Section 5.1 for the preceding calendar year amount to less than $400,000.00, in which case LICENSEE shall pay LICENSOR within 45 days of the PRODUCT regardless end of such period the amount required to cause the ROYALTY paid with respect to that complete 12 month period to equal such minimum amount. The minimum royalty for 2006 shall be pro rated to $300,000. 5.3 The ROYALTY shall be offset by the costs of prosecution and maintenance of the number LICENSED PATENT and the RELATED PATENTS as discussed below in Section 10.0 or the costs and expenses of valid issued orany claim, assuming they were to issuesuit, pending claims included within the PATENTSdemand, action, or litigation as discussed below in Section 11.0. d. In the event Licensee is required to pay third party royalty(ies) on patents not owned by USC in order to manufacture, use or sell a PRODUCT, then the royalty rate on the NET SALES PRICE of such PRODUCT 5.4 The ROYALTY due under this AGREEMENT shall be reduced subject to offset for any losses, damages, liabilities, costs, expenses, attorneys’ fees or court costs suffered by the following formula: New Royalty Rate = minus either LICENSEE or its affiliates (i“DAMAGES”) one and or (ii) as a result of any breach by LICENSOR of the royalty rate owed terms of the Asset Purchase Agreement by and among the LICENSOR, Total Energy Technologies, LLC, and the LICENSEE (the “APA”), including, but not limited to, any breach of the representations and warranties provided by the LICENSOR in the APA, provided that such breach is identified in a written notice provided by LICENSEE to LICENSOR, and remains uncured within one year of the third partydate hereof (a “BREACH”). Upon the initiation of, whichever is less. e. Licensee shall pay such royalties to USC on and until the conclusion of, any claim, suit, demand, action, or litigation against the LICENSOR by the LICENSEE for an alleged BREACH (a calendar quarter basis. With each quarterly payment“CLAIM”), Licensee shall deliver to USC a full and accurate accounting to include at least the following information: i. Quantity of each PRODUCT sold (by country) by Licensee and its SUBLICENSEES; ii. Total receipts for each PRODUCT (by country); iii. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; iv. Names and addresses of SUBLICENSEES of Licensee; v. Total number of PRODUCTS manufactured (by country); and vi. Total royalties payable to USC. f. In each year the all ROYALTY payments, including any minimum amount of royalty due shall be calculated quarterly as of March 31ROYALTY, June 30, September 30 and December 31 and shall be paid quarterly within into an escrow account (the thirty next (30“ESCROW ACCOUNT”) days following held by an independent third party pursuant to terms established by the LICENSOR with the independent third party in the reasonable discretion of the LICENSOR. The terms of such date. Every such payment ESCROW ACCOUNT shall provide, among other things, that any amount held in the ESCROW ACCOUNT shall be supported by released to the accounting prescribed in Paragraph 5.eLICENSOR or returned to the LICENSEE upon the final, non-appealable conclusion of the CLAIM (a “DETERMINATION”) to the extent required for the LICENSEE to fully recover the DAMAGES. If the amount paid to the LICENSEE from the ESCROW ACCOUNT upon a DETERMINATION is not sufficient to fully offset and recover the DAMAGES, the LICENSEE shall be made in United States currencypermitted to offset and reduce future ROYALTY payments until it has hereby recovered all DAMAGES. Whenever for Once all DAMAGES have been recovered, the purpose of calculating royalties conversion from foreign currency LICENSEE shall be required, such conversion shall be at continue the rate of exchange thereafter published in ROYALTY payments under the Wall Street Journal for the business day closest to the applicable end of calendar quarter. g. The royalty payments due under this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to in effect at 5:00pm (Eastern Time) on the due date, not to exceed the maximum permitted by lawterms above. The payments terms of such interest shall not preclude USC from exercising any other rights it may have as this section set forth a consequence of the lateness of the paymentnon-exclusive remedy.

Royalty. a. On all sales (i) In addition to the Section 4A license and maintenance fees, Licensee agrees to pay to ▇▇▇▇ as “earned royalties” a royalty calculated as a percentage of the Net Selling Price of Research Products anywhere in accordance with the terms and conditions of this Agreement. The royalty is deemed earned as of the earlier of the date the Research Product is actually sold or otherwise performed for consideration, the date an invoice is sent by Licensee, or the date a Research Product is transferred to a third party for any promotional reasons. The royalty shall remain fixed while this Agreement is in effect at a rate of four percent (4%) of the Net Selling Price of Research Products. (ii) Licensee also agrees to pay to ▇▇▇▇ as “earned royalties” a royalty calculated as a percentage of the Net Selling Price of Related Products in accordance with the terms and conditions of this Agreement. The royalty is deemed earned as of the earlier of the date the Related Product is actually sold or otherwise performed for consideration, the date an invoice is sent by Licensee, or the date a Related Product is transferred to a third party for any promotional reasons. The royalty shall remain fixed while this Agreement is in effect at a rate of two percent (2%) of the Net Selling Price of Related Products. (iii) If Licensee grants any sublicenses under Section 2B of this Agreement to a sublicensee that markets, distributes, or sells Products, ▇▇▇▇ shall receive a royalty in amount of four percent (4%) of the Net Selling Price of Research Products, and two percent (2%) of the Net Selling Price of Related Products sold by the sublicensee under such sublicense. (iv) If Licensee or any permitted sublicensee is required to make payments to an unaffiliated third party for a license or similar right to such third party’s patents, in the world absence of which right or license Licensee or any permitted sublicensee could not legally make, use or sell Research Products, or Related Products, then the royalty payable under this Section 4B shall be reduced by one-quarter of one percent (0.25%) for each additional one-half percent (0.5%) of royalties payable to such third parties on that Product; provided, however, that the adjusted royalty rate to ▇▇▇▇ will be no less than fifty percent (50%) of the applicable royalty rate payable to ▇▇▇▇ under this Agreement for such Research Products or Related Products. (v) In the event that the sale, lease, or other transfer by Licensee of Research Products or SUBLICENSEERelated Products under this Agreement also requires payment to ▇▇▇▇ of royalties under any other agreement between ▇▇▇▇ and Licensee, Licensee the cumulative earned royalties owed to ▇▇▇▇ for that Product under all such agreements shall pay USC a not exceed the single highest royalty of of the NET SALES PRICE. b. as set forth in those agreements. Licensee shall pay to USC ▇▇▇▇ royalties under all such agreements individually and on a prepaid royalty of due pro rata basis. (For example, if Licensee owes to ▇▇▇▇ a one and payable within thirty one-half percent (301.5%) days of market approval of a NEW DRUG APPLICATION (NDA) by the FDA for any product covered by the claims of any PATENT. The prepaid royalty shall be deductible from running royalties based on sales made after the date that the prepaid royalty is due. c. The obligation to pay a earned royalty under this Agreement on and a three percent (3%) earned royalty under a separate agreement, the NET SALES PRICE of a PRODUCT cumulative royalties owed to ▇▇▇▇ shall be imposed only once with respect to the same unit of the PRODUCT regardless of the number of valid issued orthree percent (3%), assuming they were to issue, pending claims included within the PATENTS. d. In the event Licensee is required to pay third party royalty(ies) on patents not owned by USC in order to manufacture, use or sell a PRODUCT, then the royalty rate on the NET SALES PRICE of such PRODUCT shall be reduced by the following formula: New Royalty Rate = minus either (i) one and or (ii) of the royalty rate owed to the third party, whichever is less. e. Licensee shall pay such royalties to USC on a calendar quarter basis. With each quarterly payment, Licensee shall deliver to USC a full and accurate accounting to include at least the following information: i. Quantity of each PRODUCT sold (by country) by Licensee and its SUBLICENSEES; ii. Total receipts for each PRODUCT (by country); iii. Quantities of each PRODUCT used by Licensee and its SUBLICENSEES; iv. Names and addresses of SUBLICENSEES of Licensee; v. Total number of PRODUCTS manufactured (by country); and vi. Total royalties payable to USC. f. In each year the amount of royalty due shall be calculated quarterly as of March 31, June 30, September 30 and December 31 and but shall be paid quarterly within the thirty next proportionately under each agreement in payments of one percent (301%) days following such date. Every such payment shall be supported by the accounting prescribed in Paragraph 5.e. and shall be made in United States currency. Whenever for the purpose of calculating royalties conversion from foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the applicable end of calendar quarter. g. The royalty payments due under this Agreement shall, if overdue, bear interest until payment at a per annum rate equal to in effect at 5:00pm and two percent (Eastern Time2%) on the due date, not to exceed the maximum permitted by law. The payments of such interest shall not preclude USC from exercising any other rights it may have as a consequence of the lateness of the paymentother.)