Common use of Running Royalties Clause in Contracts

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIESCOMPANIES , based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or Company, AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly, as set forth in Section 5.1(a). All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU, but shall be deducted from gross sales revenues and fees and gross service revenues and fees in the calculation of NET SALES and NET SERVICE REVENUES to the extent such taxes have been included in gross sales revenues and fees and gross service revenues and fees. JHU shall be responsible for paying any and all taxes (other than withholding taxes or deduction of tax at source required by applicable law to be paid by Company) levied on it by account of its receipt of any payments it receives under this Agreement. If applicable laws require that taxes be withheld or deducted at source from any amounts due to JHU under this Agreement, the Company shall (a) deduct these taxes from the remittable amount, (b) pay the taxes to the proper taxing authority, and (c) deliver to JHU a statement including the amount of tax withheld and justification therefor, and such other information as may be necessary for tax credit purposes. Company shall cooperate with JHU in any action by JHU for a refund of such taxes withheld. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold by the Company to an AFFILIATED COMPANY, by an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownershipthe Company, or an arrangement involving division of profits or special rebates or allowances) among AFFILIATED COMPANIES the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) SALES at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) SALES of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties In the event that consideration in lieu of money is received by Company or an AFFILIATED COMPANY from the sale of LICENSED PRODUCT(S), the fair market value of such consideration shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim included in the determination of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHUNET SALES for such sale. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather Such fair market value shall be capped at determined by the rate set forth Company or AFFLILIATED COMPANY, as applicable, in Exhibit A.good faith.

Running Royalties. Company COMPANY shall pay to JHU LICENSOR a running royalty as set forth in Exhibit AB, for each LICENSED PRODUCT(S) soldand LICENSED SERVICE sold by COMPANY, and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIESCOMPANIES and/or SUBLICENSEE(S), based on NET SALES and NET SERVICE REVENUES for the term Term of this AgreementAGREEMENT. Such payments shall be made quarterlydue semi-annually (June 30th and December 31st) and shall be payable within [***] of the end of each half year. All non-US taxes Such royalties shall [***] based on [***] related to LICENSED PRODUCT(S) or PRODUCTS and LICENSED SERVICE(S) sold under SERVICES. Notwithstanding anything to the contrary in this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In AGREEMENT, in order to insure JHU LICENSOR the full royalty and other payments contemplated hereunder, Company COMPANY agrees that in the event any LICENSED PRODUCT(S) or LICENSED SERVICES shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association (the “PURCHASER”) with which Company COMPANY shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) received by COMPANY with respect to sale of such LICENSED PRODUCT(S) or LICENSED SERVICES, the royalties to be paid hereunder to LICENSOR for such LICENSED PRODUCT(S) or LICENSED SERVICES shall be based upon the greater of: 1) the net selling price (per NET SALES) at which [***] of the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim SERVICES as of the PATENT RIGHTS date that COMPANY receives such consideration from such PURCHASER, or 2) the [***] of LICENSED PRODUCT(S) or LICENSED SERVICES paid by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.PURCHASER.

Running Royalties. Company COMPANY shall pay to JHU LICENSOR a running royalty as set forth in Exhibit AB, for each LICENSED PRODUCT(S) soldand LICENSED SERVICE sold by COMPANY, and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIESCOMPANIES and/or SUBLICENSEE(S), based on NET SALES and NET SERVICE REVENUES for the term Term of this AgreementAGREEMENT. Such payments shall be made quarterlydue semi-annually (June 30th and December 31st) and shall be payable within [###] of the end of each half year. All non-US taxes Such royalties shall [###] based on [###] related to LICENSED PRODUCT(S) or PRODUCTS and LICENSED SERVICE(S) sold under SERVICES. [###] = REDACTED INFORMATION Notwithstanding anything to the contrary in this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In AGREEMENT, in order to insure JHU LICENSOR the full royalty and other payments contemplated hereunder, Company COMPANY agrees that in the event any LICENSED PRODUCT(S) or LICENSED SERVICES shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association (the “PURCHASER”) with which Company COMPANY shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) received by COMPANY with respect to sale of such LICENSED PRODUCT(S) or LICENSED SERVICES, the royalties to be paid hereunder to LICENSOR for such LICENSED PRODUCT(S) or LICENSED SERVICES shall be based upon the greater of: 1) the net selling price (per NET SALES) at which [###] of the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim SERVICES as of the PATENT RIGHTS date that COMPANY receives such consideration from such PURCHASER, or 2) the [###] of LICENSED PRODUCT(S) or LICENSED SERVICES paid by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.PURCHASER.

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, sold or provided by Company or and AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for during the term of this AgreementROYALTY TERM. Such payments shall be made quarterly. All non-US taxes related The royalties, and other amounts payable by Company to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under JHU pursuant to this Agreement (“Payments”) shall be paid reduced [***] applicable to such Payments, and are to be remitted [***], such that the actual maximum payment by the Company and hereunder shall not exceed the amounts or the rates provided herein. JHU shall be deducted from royalty or responsible for paying [***]. If applicable laws require that [***], the Company shall (a) [***] amount, (b) [***], and (c) [***] therefor, and such other payments due to JHUinformation as may be necessary [***]. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) PRODUCT shall be sold by Company to an AFFILIATED COMPANY, by an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownershipCompany, or among AFFILIATED COMPANIES for subsequent resale to an arrangement involving division of profits or special rebates or allowances) unaffiliated third party, then the royalties to be paid royalty due hereunder for such LICENSED PRODUCT(S) shall be based upon [***] unaffiliated third party purchaser of such LICENSED PRODUCT. Portions of this Exhibit were omitted and have been filed separately with the greater of: 1Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. In the event that non-monetary consideration is received by Company or AFFILIATED COMPANIES from the sale of LICENSED PRODUCT in an arms-length transaction, [***] for such sale. In the event that (i) Company or an AFFILIATED COMPANY is required to make payment of royalties to non-AFFILIATES in order to obtain a license or similar rights from such non-AFFILIATES, in the absence of which license or rights Company could not make, use or sell a LICENSED PRODUCT and which rights are (in the reasonable opinion of Company’s counsel) necessary in order for Company to make, use or sell LICENSED PRODUCTS, and (ii) the net selling price total royalty burden on Company required to make, use or sell a LICENSED PRODUCT exceeds [***] percent (per NET SALES) at which [***]%), then the purchaser of LICENSED PRODUCT(S) resells such product royalty rate to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid be applied hereunder shall be calculated by the purchaserfollowing: Adjusted JHU Royalty = [***]% x [***] [***]. No multiple royalties However, in no event shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more such adjustment reduce the royalty rate hereunder in respect of any such Licensed Product to less than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.[***] percent ([***]%).

Running Royalties. Company COMPANY shall pay to JHU LICENSOR a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) soldsold by COMPANY, and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIESCOMPANIES and/or SUBLICENSEE(S), based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company COMPANY and shall not be deducted from royalty or other payments due to JHULICENSOR. In order to insure JHU LICENSOR the full royalty payments contemplated hereunder, Company COMPANY agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association (the “PURCHASER”) with which Company COMPANY shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) received by COMPANY with respect to sale of such LICENSED PRODUCT(S), the royalties to be paid hereunder to LICENSOR for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of PURCHASER resells such LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using fair market value of the LICENSED PRODUCT(S) in providing a serviceas of the date that COMPANY receives such consideration from such PURCHASER, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.PURCHASER.

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, 3) the fair market value of the LICENSED PRODUCT(S) or 34) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties royalty shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim patent of the PATENT RIGHTS whether in this License Agreement or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU1998 License Agreement. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.[***] of NET SALES REVENUES and/or NET SERVICE REVENUES.

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, 3) the fair market value of the LICENSED PRODUCT(S) or 34) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties royalty shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim patent of the PATENT RIGHTS whether in this License Agreement or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU1998 License Agreement. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.five percent (5%) of NET SALES REVENUES and/or NET SERVICE REVENUES.

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or Company, AFFILIATED COMPANIESCOMPANIES and SUBLICENSEE(S), based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. No multiple royalties are intended to be paid with respect to the same unit of LICENSED PRODUCT or because the manufacture, use or sale of a LICENSED PRODUCT is covered by more than one VALID CLAIM under the PATENT RIGHTS. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) without which agreement, understanding or arrangement, prices paid by such corporation, firm or association for a LICENSED PRODUCT would be higher than the net selling price (per NET SALES) reported by Company, or if such agreement, understanding or arrangement results in extending to such corporation, firm or association lower prices for LICENSED PRODUCT(S) than those charged to outside concerns buying similar merchandise in similar amounts and under similar conditions, then, and in any such event, the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a serviceLICENSED SERVICE, 3) the fair market value of the LICENSED PRODUCT(S) or 34) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A..

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or Company, AFFILIATED COMPANIESCOMPANIES and SUBLICENSEE(S), based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, 3) the fair market value of the LICENSED PRODUCT(S) or 34) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A..

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or Company, AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly, as set forth in Section 5.1(a). All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU, but shall be deducted from gross sales revenues and fees and gross service revenues and fees in the calculation of NET SALES and NET SERVICE REVENUES to the extent such taxes have been included in gross sales revenues and fees and gross service revenues and fees. JHU shall be responsible for paying any and all taxes (other than withholding taxes or deduction of tax at source required by applicable law to be paid by Company) levied on it by account of its receipt of any payments it receives under this Agreement. If applicable laws require that taxes be withheld or deducted at source from any amounts due to JHU under this Agreement, the Company shall (a) deduct these taxes from the remittable amount, (b) pay the taxes to the proper taxing authority, and (c) deliver to JHU a statement including the amount of tax withheld and justification therefor, and such other information as may be necessary for tax credit purposes. Company shall cooperate with JHU in any action by JHU for a refund of such taxes withheld. ​ In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold by the Company to an AFFILIATED COMPANY, by an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownershipthe Company, or an arrangement involving division of profits or special rebates or allowances) among AFFILIATED COMPANIES the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) SALES at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received ​ ​ from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) SALES of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties ​ In the event that consideration in lieu of money is received by Company or an AFFILIATED COMPANY from the sale of LICENSED PRODUCT(S), the fair market value of such consideration shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim included in the determination of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHUNET SALES for such sale. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather Such fair market value shall be capped at determined by the rate set forth Company or AFFLILIATED COMPANY, as applicable, in Exhibit A.good faith. ​

Running Royalties. Company COMPANY shall pay to JHU M.I.T. a running royalty as set forth of [***] of NET SALES, but in Exhibit Ano event less than [***] (hereinafter a “MINIMUM ROYALTY”) or more than [***] for each COMMERCIAL SALE of a LICENSED PRODUCT by COMPANY, AFFILIATES and SUBLICENSEES during the REPORTING PERIOD. For the sake of clarity, (i) a running royalty is only paid once for each LICENSED PRODUCT(SPRODUCT, (ii) soldonly a running royalty, and not a MINIMUM ROYALTY, shall be due for each the COMMERCIAL SALE of components for a PROTON CYCLOTRON that is a LICENSED SERVICE(SPRODUCT and for which at least a MINIMUM ROYALTY has already been paid and, (iii) providedno running royalty is due for components replaced on a PROTON CYCLOTRON during its warranty period. In the event that a LICENSED PRODUCT is shipped to a customer site by COMPANY, by Company an AFFILIATE, or AFFILIATED COMPANIESa SUBLICENSEE without a COMMERCIAL SALE within [***] of said shipment, then COMPANY shall pay to M.I.T. a running royalty based on NET SALES and NET SERVICE REVENUES for the term market value of this Agreement. Such payments shall be made quarterly. All non-US taxes related to the LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid PRODUCT determined by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold amount charged to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) independent third party for LICENSED PRODUCT sold during the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchasersame REPORTING PERIOD. No multiple Running royalties shall be payable for each REPORTING PERIOD and shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim to M.I.T. within [***] of the PATENT RIGHTS or by claims end of both the PATENT RIGHTS under this Agreement and each REPORTING PERIOD. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “PATENT RIGHTS” under any other license agreement between Company and JHU[***]”. The royalty shall not be cumulative based on the number of patents or claims covering a product or serviceA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, but rather shall be capped at the rate set forth in Exhibit A.AS AMENDED.

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or Company, AFFILIATED COMPANIESCOMPANIES and SUBLICENSEE(S), based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement (other than as specified in the definition of NET SALES) shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event if any LICENSED PRODUCT(S) shall be sold to an (i) AFFILIATED COMPANY or SUBLICENSEE(S) or to (ii) a corporation, firm or association with which Company shall have any agreement, understanding or arrangement agreement other than with respect to consideration sales of LICENSED PRODUCTS, (such asincluding, among other things, an option for example agreements or understandings with to purchase stock or actual stock equity ownership, or an arrangement involving division of profits or special rebates or allowances) allowances for the resale of LICENSED SERVICES), and such other agreement is not entered into at arm’s length on fair market terms and conditions, the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, 3) the fair market value of the LICENSED PRODUCT(S) or 34) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A..

Running Royalties. Company shall pay to JHU a running royalty as set forth in accordance with Exhibit A, A for each LICENSED PRODUCT(S) soldROYALTY PRODUCT sold by Company, AFFILIATED COMPANIES and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for SUBLICENSEES during the term of this AgreementROYALTY TERM. Such payments shall be made quarterly, as set forth in subsection 5.1(a). All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU, but shall be deducted from gross sales revenues in the calculation of NET SALES to the extent such taxes have been included in gross sales revenues and fees. JHU shall be responsible for paying any and all taxes (other than withholding taxes or deduction of tax at source required by applicable law to be paid by Company) levied on it by account of its receipt of any payments it receives under this Agreement. If applicable laws require that taxes be withheld or deducted at source from any amounts due to JHU under this Agreement, the Company shall (a) deduct these taxes from the remittable amount, (b) pay the taxes to the proper taxing authority, and (c) deliver to JHU a statement including the amount of tax withheld and justification therefor, and such other information as may be necessary for tax credit purposes. Company shall cooperate with JHU in any action by JHU for a refund of such taxes withheld. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED ROYALTY PRODUCT(S) shall be sold by the Company to an AFFILIATED COMPANY, by an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownershipthe Company, or an arrangement involving division of profits or special rebates or allowances) among AFFILIATED COMPANIES the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) SALES at which the purchaser of LICENSED ROYALTY PRODUCT(S) resells such product to the end user, or 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) SALES of LICENSED ROYALTY PRODUCT(S) paid by the purchaserpurchaser (either COMPANY or AFFILIATED COMPANY in this case). No multiple Notwithstanding the foregoing, no royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.Paragraph 3.2 with ***Certain information contained herein has been omitted pursuant to Regulation S-K 601(b)(10).

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit AB, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or and AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterlywithin sixty (60) days of the end of each calendar quarter following FIRST COMMERCIAL SALE of LICENSED PRODUCT or providing LICENSED SERVICES. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. If Company is required by law to withhold non-US taxes, JHU will provide reasonable assistance to Company in its efforts to file such requests as are available under the regulations applicable to the jurisdiction and the taxing agency to eliminate the withholding and/or qualify the royalty payments made hereunder for reduced rates of income tax withholding under any applicable income tax treaty. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, 3) the fair market value of the LICENSED PRODUCT(S) or 34) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A..

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit AB, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or Company, AFFILIATED COMPANIESCOMPANIES and SUBLICENSEE(S), based on NET SALES and NET SERVICE REVENUES for the term of this Agreement, except as provided below. Such payments shall be made quarterly. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. All non-US taxes related due on payments to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold JHU under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In the event that any amounts are required under law to be withheld from royalty or other payments otherwise due to JHU, Company shall notify JHU, provide to JHU appropriate documentation of such requirement, use reasonable commercial efforts to provide all forms, documents, and/or other information necessary to eliminate the withholding or reduce any taxes payable pursuant to this Paragraph or necessary to establish JHU’s right to a tax credit in respect of any such taxes, only then shall Company withhold the appropriate amount of withholding taxes imposed hereunder, and pay such taxes on behalf of JHU. Company shall provide JHU with receipts or certificates showing the payment of the amounts withheld pursuant to this Paragraph. Any other taxes (other than any due on payments to JHU by Company) levied by any authorities in the TERRITORY shall be treated as described in Paragraphs 1.10 and 1.11 herein as appropriate. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, 3) the fair market value of the LICENSED PRODUCT(S) or 34) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A..

Running Royalties. Company shall pay to JHU a running royalty as set forth in accordance with Exhibit A, A for each LICENSED PRODUCT(S) soldROYALTY PRODUCT sold by Company, AFFILIATED COMPANIES and for each LICENSED SERVICE(S) provided, by Company or AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for SUBLICENSEES during the term of this AgreementROYALTY TERM. Such payments shall be made quarterly, as set forth in subsection 5.1(a). All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU, but shall be deducted from gross sales revenues in the calculation of NET SALES to the extent such taxes have been included in gross sales revenues and fees. JHU shall be responsible for paying any and all taxes (other than withholding taxes or deduction of tax at source required by applicable law to be paid by Company) levied on it by account of its receipt of any payments it receives under this Agreement. If applicable laws require that taxes be withheld or deducted at source from any amounts due to JHU under this Agreement, the Company shall (a) deduct these taxes from the remittable amount, (b) pay the taxes to the proper taxing authority, and (c) deliver to JHU a statement including the amount of tax withheld and justification therefor, and such other information as may be necessary for tax credit purposes. Company shall cooperate with JHU in any action by JHU for a refund of such taxes withheld. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED ROYALTY PRODUCT(S) shall be sold by the Company to an AFFILIATED COMPANY, by an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownershipthe Company, or an arrangement involving division of profits or special rebates or allowances) among AFFILIATED COMPANIES the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) SALES at which the purchaser of LICENSED ROYALTY PRODUCT(S) resells such product to the end user, or 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) SALES of LICENSED ROYALTY PRODUCT(S) paid by the purchaserpurchaser (either COMPANY or AFFILIATED COMPANY in this case). No multiple Notwithstanding the foregoing, no royalties shall be due payable under this Paragraph 3.2 with respect to sales of ROYALTY PRODUCT(S) for use in research and/or development, in clinical trials or payable because any as samples. In the event that consideration in lieu of money is received by Company, an AFFILIATED COMPANY or SUBLICENSEE from the sale of LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim ), the fair market value of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather such consideration shall be capped at included in the rate set forth determination of NET SALES for such sale. Such fair market value shall be determined by the Company or AFFILIATED COMPANY, as applicable, in Exhibit A.good faith.

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, sold or provided by Company or and AFFILIATED COMPANIES, based on NET SALES and NET SERVICE REVENUES for during the term of this AgreementROYALTY TERM. Such payments shall be made quarterly. All non-US taxes related The royalties, and other amounts payable by Company to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under JHU pursuant to this Agreement (“Payments”) shall be paid reduced [***] applicable to such Payments, and are to be remitted [***], such that the actual maximum payment by the Company and hereunder shall not exceed the amounts or the rates provided herein. JHU shall be deducted from royalty or responsible for paying [***]. If applicable laws require that [***], the Company shall (a) [***] amount, (b) [***], and (c) [***] therefor, and such other payments due information as may be necessary [***]. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to JHUthe Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) PRODUCT shall be sold by Company to an AFFILIATED COMPANY, by an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownershipCompany, or among AFFILIATED COMPANIES for subsequent resale to an arrangement involving division of profits or special rebates or allowances) unaffiliated third party, then the royalties to be paid royalty due hereunder for such LICENSED PRODUCT(S) shall be based upon [***] unaffiliated third party purchaser of such LICENSED PRODUCT. In the greater of: 1event that non-monetary consideration is received by Company or AFFILIATED COMPANIES from the sale of LICENSED PRODUCT in an arms-length transaction, [***] for such sale. In the event that (i) Company or an AFFILIATED COMPANY is required to make payment of royalties to non-AFFILIATES in order to obtain a license or similar rights from such non-AFFILIATES, in the absence of which license or rights Company could not make, use or sell a LICENSED PRODUCT and which rights are (in the reasonable opinion of Company’s counsel) necessary in order for Company to make, use or sell LICENSED PRODUCTS, and (ii) the net selling price total royalty burden on Company required to make, use or sell a LICENSED PRODUCT exceeds [***] percent (per NET SALES) at which [***]%), then the purchaser of LICENSED PRODUCT(S) resells such product royalty rate to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid be applied hereunder shall be calculated by the purchaserfollowing: Adjusted JHU Royalty = [***]% x ([***]) [***]. No multiple royalties However, in no event shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more such adjustment reduce the royalty rate hereunder in respect of any such Licensed Product to less than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.[***] percent ([***]%).

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or and AFFILIATED COMPANIES, COMPANIES based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Additionally, Company shall pay to JHU a percentage of the royalties received from SUBLICENSEES for SUBLICENSEES’ sale of LICENSED PRODUCT(S) and LICENSED SERVICE(S) as described in Exhibit A. Such payments shall be made quarterly, as set forth in Section 5.l(a). All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU, but shall be deducted from gross sales revenues and fees and gross service revenues and fees in the calculation of NET SALES and NET SERVICE REVENUES to the extent such taxes have been included in gross sales revenues and fees and gross service revenues and fees. JHU shall be responsible for paying any and all taxes (other than withholding taxes or deduction of tax at source required by applicable law to be paid by Company) levied on it by account of its receipt of any payments it receives under this Agreement. If applicable laws require that taxes be withheld or deducted at source from any amounts due to JHU under this Agreement, the Company shall (a) deduct these taxes from the remittable amount, (b) pay the taxes to the proper taxing authority, and (c) deliver to JHU a statement including the amount of tax withheld and justification therefor, and such other information as may be necessary for tax credit purposes. Company shall cooperate with JHU in any action by JHU for a refund of such taxes withheld. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold by the Company to an AFFILIATED COMPANY, by an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownershipthe Company, or an arrangement involving division of profits or special rebates or allowances) among AFFILIATED COMPANIES the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) SALES at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) SALES of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties In the event that consideration in lieu of money is received by Company, an AFFILIATED COMPANY or SUBLICENSEE from the sale of LICENSED PRODUCT(S), the fair market value of such consideration shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim included in the determination of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHUNET SALES for such sale. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather Such fair market value shall be capped at determined by the rate set forth Company or AFFLILIATED COMPANY, as applicable, in Exhibit A.good faith.

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit AB, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or Company, AFFILIATED COMPANIES, and SUBLICENSEES (including all sublicensing tiers) based on NET SALES and NET SERVICE REVENUES for the term Term of this Agreement. Such payments shall be made quarterlywithin [***] of the end of each calendar quarter following FIRST COMMERCIAL SALE of LICENSED PRODUCT or providing LICENSED SERVICES. All non-US U.S. taxes other than income taxes of JHU related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In the event that a withholding or other tax is imposed by law at the source on a royalty payment due hereunder, Company, with JHU’s cooperation, shall exercise commercially reasonable efforts to file such requests as are available under the regulations applicable to the jurisdiction and the taxing agency to eliminate the withholding and/or qualify the royalty payments made hereunder for reduced rates of income tax withholding under any applicable income tax treaty, only then shall Company deduct from the royalty payment to JHU the appropriate amount of withholding taxes imposed hereunder, and pay such taxes on behalf of JHU. Company shall provide JHU with receipts or certificates showing the payment of the amounts withheld pursuant to this Paragraph 3.5. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to sold, or any LICENSED SERVICE(S) shall be performed for, a third party with which Company, an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling average price (per NET SALES) at which charged to third parties in arm’s length sales where cash is the purchaser of LICENSED PRODUCT(S) resells exclusive consideration during the applicable time period in the applicable country (or if there were only de minimis cash sales during such product to the end usertime period in such country, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, or 3) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.fair market value as determined by comparable markets).

Running Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and for each LICENSED SERVICE(S) provided, by Company or Company, AFFILIATED COMPANIESCOMPANIES and SUBLICENSEE(S), based on NET SALES and NET SERVICE REVENUES for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. In order to insure JHU the full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from using the LICENSED PRODUCT(S) in providing a service, 3) the fair market value of the LICENSED PRODUCT(S) or 34) the net selling price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser. No multiple royalties shall be due or payable because any LICENSED PRODUCT(S) or LICENSED SERVICE(S) is covered by more than one claim of the PATENT RIGHTS or by claims of both the PATENT RIGHTS under this Agreement and “PATENT RIGHTS” under any other license agreement between Company and JHU. The royalty shall not be cumulative based on the number of patents or claims covering a product or service, but rather shall be capped at the rate set forth in Exhibit A.CONFIDENTIAL DRAFT