Common use of Royalty Rates Clause in Contracts

Royalty Rates. Genocea shall pay to Isconova royalties on a Licensed Product-by-Licensed Product and country-by-country basis in the amount of the applicable royalty rates set forth in the following table. Such royalties rates are dependent on both (a) the stage of Development of a Licensed Product, during which Genocea enters into a definitive agreement with a Third Party, if any, pursuant to which the Third Party shall perform or control a substantial part of or all of the Development and Commercialization activities with regards to such Licensed Product and such country(-ies) (such agreement, a “Partnership”); provided, however, that agreements with Third Party service providers (e.g. contract manufacturers, development and/or formulation services providers, pre-clinical service providers and clinical service providers) shall not constitute a Partnership hereunder; and (b) the Net Sales obtained by Genocea, its Affiliates or Sublicensees from the sale of each Licensed Product in the Territory during each Contract Year. For example, if Genocea enters into a Partnership for Licensed Products A, B and C for China, but not for Licensed Products D, E and F, then a Partnership shall be deemed to exist solely with respect to Licensed Products A, B, C in China, but not for (i) Licensed Products A, B, C in any other country in the Territory or (ii) Licensed Products D, E and F anywhere in the Territory. Stage of Licensed Product’s Development upon Genocea’s Entry into a Partnership for such Licensed Product [* * *] [* * *] [* * *] [* * *] Portion of Net Sales of Licensed Product in a Contract Year Under $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% Over $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% The royalty rates set forth in the table above shall apply only to that portion of the Net Sales in a Contract Year of a particular Licensed Product that fall within the indicated range. For example, if the Net Sales of a particular Licensed Product (for which Genocea entered into a Partnership following submission of an IND but prior to the commencement of a Phase 3 Clinical Trial) equal $1.25 billion, the total royalty for such Licensed Product during the corresponding Contract Year would be equal to the specified royalty rate for the first $[* * *] of Net Sales of such Licensed Product ([* * *]) and the specified royalty rate for the second $[* * *] of Net Sales ([* * *]): ($[* * *]%) + ($[* * *]%) = $[* * *] million.

Royalty Rates. Genocea shall pay As further consideration for the rights granted to Isconova royalties AbbVie hereunder, subject to Section 7.6.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product-by-Licensed Product and countrybasis, AbbVie shall pay to Harpoon a non-by-country basis in the amount of the applicable refundable royalty rates set forth in the following table. Such royalties rates are dependent on both (a) the stage of Development of a Licensed Product, during which Genocea enters into a definitive agreement with a Third Party, if any, pursuant to which the Third Party shall perform or control a substantial part of or all of the Development and Commercialization activities with regards to such Licensed Product and such country(-ies) (such agreement, a “Partnership”); provided, however, that agreements with Third Party service providers (e.g. contract manufacturers, development and/or formulation services providers, pre-clinical service providers and clinical service providers) shall not constitute a Partnership hereunder; and (b) the Net Sales obtained by Genocea, its Affiliates or Sublicensees from the sale of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates: Net Sales in the Territory of each Contract Year. Licensed Product [***] in [***] Royalty Rate For examplethat portion of aggregate Net Sales of each Licensed Product [***] in the Territory during [***] [***] For that portion of aggregate Net Sales of each Licensed Product [***] in the Territory during [***] but [***] [***] For that portion of aggregate Net Sales of each Licensed Product [***] in the Territory during [***] [***] For the purposes of clarity, if Genocea enters into a Partnership for (a) all Licensed Products A, B and C for China, but not for Licensed Products D, E and F, then a Partnership [***] shall be deemed to exist solely with respect to be the same Licensed Products A, B, C in China, but not Product for (i) Licensed Products A, B, C in any other country purposes of the royalty tiers set forth in the Territory or table above, and (iib) Licensed Products D, E and F anywhere in the Territory. Stage of Licensed Product’s Development upon Genocea’s Entry into a Partnership for such Licensed Product [* * *] [* * *] [* * *] [* * *] Portion of Net Sales of Licensed Product in a Contract Year Under $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% Over $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% The royalty rates tiers set forth in the table above shall apply only separately to Licensed Products that portion of the Net Sales in a Contract Year of a particular Licensed Product that fall within the indicated range[***]. For example, if the Net Sales of for a particular Licensed Product ([***] during [***], and Net Sales for which Genocea entered into a Partnership following submission Licensed [***], then the Net Sales for such respective Licensed Products during [***] for purposes of an IND but prior the royalty tiers set forth in the table above. With respect to each Licensed Product in each country or other jurisdiction in the commencement Territory, from and after the expiration of a Phase 3 Clinical Trial) equal $1.25 billion, the total royalty Royalty Term for such Licensed Product during the corresponding Contract Year would be equal to the specified royalty rate for the first $[* * *] of in such country or other jurisdiction, Net Sales of such Licensed Product ([* * *]) and in such country or other jurisdiction shall be excluded for purposes of calculating the specified royalty rate for the second $[* * *] of aggregate Net Sales ([* * *]): ($[* * *]%) + ($[* * *]%) = $[* * *] millionamounts and applicable royalty rates set forth in this Section 7.6.1.

Royalty Rates. Genocea shall pay As further consideration for the rights granted to Isconova royalties AbbVie hereunder, subject to Section 7.6.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product-by-Licensed Product and countrybasis, AbbVie shall pay to Licensor a non-by-country basis in the amount of the applicable refundable royalty rates set forth in the following table. Such royalties rates are dependent on both (a) the stage of Development of a Licensed Product, during which Genocea enters into a definitive agreement with a Third Party, if any, pursuant to which the Third Party shall perform or control a substantial part of or all of the Development and Commercialization activities with regards to such Licensed Product and such country(-ies) (such agreement, a “Partnership”); provided, however, that agreements with Third Party service providers (e.g. contract manufacturers, development and/or formulation services providers, pre-clinical service providers and clinical service providers) shall not constitute a Partnership hereunder; and (b) the Net Sales obtained by Genocea, its Affiliates or Sublicensees from the sale of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates: Net Sales in the Territory of each Contract Year. Licensed Product [***] in [***] Royalty Rate For examplethat portion of aggregate Net Sales of each Licensed Product [***] in the Territory during [***] [***] For that portion of aggregate Net Sales of each Licensed Product [***] in the Territory during [***] but [***] [***] For that portion of aggregate Net Sales of each Licensed Product [***] in the Territory during [***] [***] For the purposes of clarity, if Genocea enters into a Partnership for (a) all Licensed Products A, B and C for China, but not for Licensed Products D, E and F, then a Partnership [***] shall be deemed to exist solely with respect to be the same Licensed Products A, B, C in China, but not Product for (i) Licensed Products A, B, C in any other country purposes of the royalty tiers set forth in the Territory or table above, and (iib) Licensed Products D, E and F anywhere in the Territory. Stage of Licensed Product’s Development upon Genocea’s Entry into a Partnership for such Licensed Product [* * *] [* * *] [* * *] [* * *] Portion of Net Sales of Licensed Product in a Contract Year Under $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% Over $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% The royalty rates tiers set forth in the table above shall apply only separately to Licensed Products that portion of the Net Sales in a Contract Year of a particular Licensed Product that fall within the indicated range[***]. For example, if the Net Sales of for a particular Licensed Product ([***] during [***], and Net Sales for which Genocea entered into a Partnership following submission Licensed [***], then the Net Sales for such respective Licensed Products during [***] for purposes of an IND but prior the royalty tiers set forth in the table above. With respect to each Licensed Product in each country or other jurisdiction in the commencement Territory, from and after the expiration of a Phase 3 Clinical Trial) equal $1.25 billion, the total royalty Royalty Term for such Licensed Product during the corresponding Contract Year would be equal to the specified royalty rate for the first $[* * *] of in such country or other jurisdiction, Net Sales of such Licensed Product ([* * *]) and in such country or other jurisdiction shall be excluded for purposes of calculating the specified royalty rate for the second $[* * *] of aggregate Net Sales ([* * *]): ($[* * *]%) + ($[* * *]%) = $[* * *] millionamounts and applicable royalty rates set forth in this Section 7.6.1.

Royalty Rates. Genocea shall pay to Isconova royalties on a Licensed Product-Product- by-Licensed Product and country-by-country basis in the amount of the applicable royalty rates set forth in the following table. Such royalties rates are dependent on both (a) the stage of Development of a Licensed Product, during which Genocea enters into a definitive agreement with a Third Party, if any, pursuant to which the Third Party shall perform or control a substantial part of or all of the Development and Commercialization activities with regards to such Licensed Product and such country(-ies) (such agreement, a “Partnership”); provided, however, that agreements with Third Party service providers (e.g. contract manufacturers, development and/or formulation services providers, pre-pre- THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. clinical service providers and clinical service providers) shall not constitute a Partnership hereunder; and (b) the Net Sales obtained by Genocea, its Affiliates or Sublicensees from the sale of each Licensed Product in the Territory during each Contract Year. For example, if Genocea enters into a Partnership for Licensed Products A, B and C for China, but not for Licensed Products D, E and F, then a Partnership shall be deemed to exist solely with respect to Licensed Products A, B, C in China, but not for (i) Licensed Products A, B, C in any other country in the Territory or (ii) Licensed Products D, E and F anywhere in the Territory. Stage of Licensed Product’s Development upon Genocea’s Entry into a Partnership for such Licensed Product [* * *] [* * *] [* * *] [* * *] Portion of Net Sales of Licensed Product in a Contract Year Under $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% Over $[* * *] [* * *]% [* * *]% [* * *]% [* * *]% The royalty rates set forth in the table above shall apply only to that portion of the Net Sales in a Contract Year of a particular Licensed Product that fall within the indicated range. For example, if the Net Sales of a particular Licensed Product (for which Genocea entered into a Partnership following submission of an IND but prior to the commencement of a Phase 3 Clinical Trial) equal $1.25 billion, the total royalty for such Licensed Product during the corresponding Contract Year would be equal to the specified royalty rate for the first $[* * *] of Net Sales of such Licensed Product ([* * *]) and the specified royalty rate for the second $[* * *] of Net Sales ([* * *]): ($[* * *]%) + ($[* * *]%) = $[* * *] million.