Amendment to Section 9.4. Section 9.4 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 9.4. Section 9.4 of the Agreement is hereby amended by deleting the same in its entirety and substituting therefor the following:
Amendment to Section 9.4. Section 9.4 of the Original Agreement is hereby amended and restated to add the phrase “and beyond” after the phrase “(Phase II or III”.
Amendment to Section 9.4. Section 9.4 of the Agreement shall be amended to read in its entirety as follows: “Expiration or termination of this Agreement (including under Section 2.5) for any reason shall not release either Party from any obligation or liability which, at the time of such expiration or termination, has already accrued to the other Party or which is attributable to a period prior to such expiration or termination. The following Sections and Articles shall survive the expiration or termination of this Agreement for any reason: Sections 2.4, 2.5, 2.6, 4.1.5, Article 5, Article 7, Article 8, Article 9, and Article 10.”
Amendment to Section 9.4. Section 9.4 of the Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 9.4. For purposes of this First Supplemental Indenture, references in Sections 9.4(6) and 9.4(7) of the Base Indenture to “Holders” of outstanding Securities shall be deemed to refer to beneficial owners of such outstanding Securities.
Amendment to Section 9.4. Section 9.4 of the Loan Agreement is hereby amended by replacing the period at the end of clause (i) thereof with the phrase “, and”, and by adding the following new clause (j) to the end of said Section 9.4:
Amendment to Section 9.4. Section 9.4 is hereby amended to include at the end of such section a new clause (iv) as follows:
Amendment to Section 9.4. Section 9.4 (Exclusivity) of the Agreement shall be deleted in its entirety.
Amendment to Section 9.4. 1. Effective upon, and subject to the occurrence of, ***, Section 9.4.1 of the Original Immunomedics Agreement is hereby deleted in its entirety and replaced with the following: “9.4.1 Subject to Sections 9.4.2, 9.4.3 and 9.4.4, UCB shall pay to Immunomedics royalty payments on a Calendar Quarterly basis equal to the then-applicable percentage indicated below of aggregate annual Net Sales in the Territory of *** generated in such Calendar Year in the Territory ***. Such payments shall be made in accordance with Section 9.6 below. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] During the Royalty Holiday Period (as defined below), the applicable royalty percentages shall be as follows: Aggregate Annual Net Sales of all Licensed Products Royalty Rate Up to $500,000,000 *** % From $500,000,001 to $*** *** % From $*** to $*** *** % Above $*** *** % Following the Royalty Holiday Period (as defined below), the applicable royalty percentages shall be as follows (the following percentages are referred to herein as the “Post-Holiday Royalty Rates”): Aggregate Annual Net Sales of all Licensed Products Royalty Rate Up to $500,000,000 *** % From $500,000,001 to $*** *** % From $*** to $*** *** % Above $*** *** % By way of example, in a given Calendar Year ending prior to the end of the Royalty Holiday Period, if the aggregate annual worldwide Net Sales for all Licensed Products is $*** the following royalty payment would be payable under this Section 9.4.1 (subject to the reductions set forth below): ***% x $*** + ***% x $*** = $***
