Common use of Royalty Term Clause in Contracts

Royalty Term. The period during which the royalties set forth in Section 12.4.1 (Royalty Rates) and the sales milestones set forth in Section 12.3.2 (Sales Milestones) shall be payable, on a Licensed Product-by-Licensed Product and country-by-country basis, shall commence with the First Commercial Sale of a Licensed Product 104 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A 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, AS AMENDED. in a country and continue until the latest of (a) subject to the last sentence of this Section 12.4.2, the expiration of the last Valid Claim of the (i) Voyager Patent Rights, Voyager Collaboration Patent Rights or Joint Collaboration Patent Rights owned by Voyager (either solely or jointly with Genzyme) or exclusively licensed to Voyager Covering the Manufacture, use, offer for sale, sale or importation of such Licensed Product in the country of sale or (ii) SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights Covering the Manufacture, use, offer for sale, sale or importation of such Licensed Product in the country of sale; (b) the expiration of Regulatory Exclusivity for such Licensed Product in such country; or (c) the [***] of the First Commercial Sale of such Licensed Product in such country (each such period, a “Royalty Term”). For purposes of the foregoing clause (a), following the [***] of the First Commercial Sale of a Licensed Product in a country, Manufacturing Claims shall no longer constitute Valid Claims with respect to such Licensed Product in such country.

Royalty Term. The period during which “Royalty Term” means the royalties set forth time from the first post-Marketing Authorization sale of the first Licensed Product in Section 12.4.1 (Royalty Rates) and the sales milestones set forth in Section 12.3.2 (Sales Milestones) shall be payablea given country, on a country by country basis, until the last to occur of (X) the expiration or invalidation of the last Valid Claim of Licensed Patents that would be infringed, but for the license of this Agreement or joint ownership of the particular Valid Claim, in any of the ways described in the definition of “Cover,” by the making, using, selling, offering for sale, importing or exporting of the Licensed Product that is actually sold in such country in which such Licensed Product is manufactured or sold, and (Y) eleven (11) years after the first post-Marketing Authorization sale of the first Licensed Product in such country. Clause (X) of Royalty Term is determined on a country-by-country and Licensed Product-by-Licensed Product and basis, whereas clause (Y) of Royalty Term is determined only on a country-by-country basis, . The royalties payable with respect to Net Sales of Licensed Products shall commence with the First Commercial Sale of a Licensed Product 104 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “be reduced to […***]”. A 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, AS AMENDED. in a country and continue until the latest of …] percent (a) subject to the last sentence of this Section 12.4.2, the expiration of the last Valid Claim of the (i) Voyager Patent Rights, Voyager Collaboration Patent Rights or Joint Collaboration Patent Rights owned by Voyager (either solely or jointly with Genzyme) or exclusively licensed to Voyager Covering the Manufacture, use, offer for sale, sale or importation of such Licensed Product in the country of sale or (ii) SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights Covering the Manufacture, use, offer for sale, sale or importation of such Licensed Product in the country of sale; (b) the expiration of Regulatory Exclusivity for such Licensed Product in such country; or (c) the […***] …]%) of the First Commercial Sale of such Licensed Product in such country (each such periodotherwise applicable rates, a “Royalty Term”). For purposes of the foregoing clause (a), following the [***] of the First Commercial Sale with respect to Net Sales of a Licensed Product in a countrycountry during any portion of the Royalty Term when there is not a Valid Claim of Licensed Patents that would be infringed, Manufacturing Claims shall no longer constitute but for the license of this Agreement or joint ownership of the particular Valid Claims with respect to such Claim, in any of the ways described in the definition of “Cover,” by the making, using, selling, offering for sale, importing or exporting of the Licensed Product that is actually sold in such country.the country of manufacture or sale. For the avoidance of doubt, the […***…] percent ([…***…]%) reduction shall in this situation apply to every royalty rate otherwise applicable except for the “floor” of […***…] percent ([…***…]%) which shall be […***…] percent ([…***…]%) in this case. ***Confidential Treatment Requested

Royalty Term. The period during which the royalties set forth in Section 12.4.1 (Royalty Rates) and the sales milestones set forth in Section 12.3.2 (Sales Milestones) Royalties shall be payable, payable on a Licensed Product-by-Licensed Product basis and on a country-by-country basisbasis for the longer of: (i) the life of the Patents licensed from BioNTech Companies hereunder to Lilly so long as at least one Valid Claim of such Patents Covers the Product or until lawful generic competition (regardless of whether the form or dosage of the generic differs from Product) achieves, shall commence with in a certain calendar year, a market share [***] in such country, whichever is earlier; (ii) the period that Regulatory Data Exclusivity has not expired for such Product for the country at issue or until lawful generic competition (excluding generics and biosimilars marketed directly or indirectly by Lilly Companies and/or any of their Sublicensees) (regardless of whether the form or dosage of the generic differs from the Product) achieves, in a certain calendar year, a market share ([***]) in such country, whichever earlier; and (iii) [***] years from First Commercial Sale in the last Major Market Country (collectively, the “Royalty Term”). All royalties will be payable in U.S. Dollars within[***] days of the end of a Licensed Calendar Quarter at issue. Upon the expiration of the Royalty Term for a particular Product 104 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH within a particular country, Xxxxx shall have no further obligations to make any further royalty payments with respect to such Product and country at issue. Moreover, in the event that the Royalty has not expired solely because of subsection (iii) above, then the royalties otherwise owed to BCGT under this Agreement shall be reduced by [***] with respect to such Product at issue. THE SYMBOL “[***]”. A COMPLETE VERSION OF THIS EXHIBIT ” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN FILED SEPARATELY WITH EXCLUDED FROM THE SECRETARY OF EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. in a country and continue until the latest of (a) subject to the last sentence COMPANY IF PUBLICLY DISCLOSED For purpose of this Section 12.4.26.6 of this Agreement, the expiration of the last a Valid Claim “Cover(s)” the Product only if the manufacture, use or sale of Product by a Third Party (without a license to the (irelevant Patent related thereto) Voyager Patent Rights, Voyager Collaboration Patent Rights or Joint Collaboration Patent Rights owned by Voyager (either solely or jointly with Genzyme) or exclusively licensed to Voyager Covering the Manufacture, use, offer for sale, sale or importation of such Licensed Product in the country of sale at issue would infringe a Valid Claim. Furthermore, notwithstanding the foregoing, if a Valid Claim that claims an FDA or EMA (iior equivalent regulatory authority) SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights Covering approved use/indication for the Manufacture, use, offer for sale, sale or importation of such Licensed Product in the that country of sale; expires, is abandoned, or otherwise becomes invalid, then any other FDA or EMA (bor equivalent regulatory authority) the expiration of Regulatory Exclusivity approved use/indication for such Licensed Product in such country; or (c) the [***] of the First Commercial Sale of such Licensed Product in such that country (each such period, that has not expired that would otherwise be a “Royalty Term”). For purposes of the foregoing clause (a), following the [***] of the First Commercial Sale of Valid Claim will be deemed to not be a Licensed Product in a country, Manufacturing Claims shall no longer constitute Valid Claims with respect to such Licensed Product in such countryClaim.

Royalty Term. The period during which the royalties set forth in Royalties under Section 12.4.1 (Royalty Rates) and the sales milestones set forth in Section 12.3.2 (Sales Milestones9.3(a) shall be payable, payable on a Licensed Product-by-Licensed Product and countryRegion-by-country basis, shall commence with Region basis from the Effective Date until the latest of: (i) ten (10) years from First Commercial Sale of a Licensed Product 104 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A 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, AS AMENDED. in a country Region; (ii) expiration of all Regulatory Exclusivity for such Product in such Region; and continue until the latest of (aiii) subject to the last sentence of this Section 12.4.2, the expiration of the last last-to-expire Valid Claim of the (i) Voyager Patent Rights, Voyager Collaboration Patent Rights or Tocagen Patents and Joint Collaboration Patent Rights owned by Voyager (either solely or jointly with Genzyme) or exclusively licensed to Voyager Patents Covering the Manufacturemanufacture, use, offer for sale, sale or importation of such Licensed Product in the country of sale or (ii) SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights Covering the Manufacture, use, offer for sale, sale or importation import of such Licensed Product in the country of sale; (b) the expiration of Regulatory Exclusivity for such Licensed Product in such country; or Region (c) the [***] of the First Commercial Sale of such Licensed Product in such country (each such period, a “Royalty Term”). For purposes ; provided, however, that: (A) during any portion of the foregoing clause (a)Royalty Term for a Product in a Region when no Valid Claim of the Tocagen Patents or Joint Patents Covers the manufacture, following use, sale, offer for sale or import of such Product in such Region, but there is Regulatory Exclusivity for such Product in such Region, the royalties payable under Section 9.3(a) with respect to Net Sales of such Product in such Region shall be […***] …]; and (B) during any portion of the First Commercial Sale of Royalty Term for a Licensed Product in a countryRegion when (1) no Valid Claim of the Tocagen Patents or Joint Patents Covers the manufacture, Manufacturing Claims use, sale, offer for sale or import of such Product in such Region, and (2) there is no Regulatory Exclusivity for such Product in such Region, the royalties payable under Section 9.3(a) with respect to Net Sales of such Product in such Region shall no longer constitute Valid Claims be […***…]. On a Product-by-Product and Region-by-Region basis, upon expiration of the Royalty Term for a Product in a Region, Apollo’s License with respect to such Licensed Product in such countryRegion shall become non‑exclusive, royalty‑free, fully-paid, irrevocable and perpetual.

Royalty Term. The period during which In consideration of the royalties set forth in Section 12.4.1 (Royalty Rates) licenses granted hereunder with respect to the BMS Patent Rights, the BMS Platform Patent Rights and the sales milestones set forth in Section 12.3.2 (Sales Milestones) BMS Know-How, royalties shall be payable, payable on a Licensed Product-by-Licensed Product and country-by-country basis, shall commence with basis on Net Sales of Licensed Products from the First Commercial Sale of a particular Licensed Product 104 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A 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, AS AMENDED. in a country and continue during the period between the first commercial sale of such Licensed Product in such country until the latest later of (ai) subject to twelve (12) years from the last sentence of this Section 12.4.2First Commercial Sale in such country, or (ii) the expiration of the last Valid Claim to expire BMS Patent Right or BMS Platform Patent Right (with respect to a BMS Platform Patent Right, solely to the extent claiming the composition of matter or use of [***] of the Licensed Compounds specifically), (iincluding any extension therefor under applicable laws, such as patent term extensions, pediatric exclusivity or supplemental protection or their equivalent in any country) Voyager Patent Rightswith a claim covering the applicable Licensed Compound or Licensed Product, Voyager Collaboration Patent Rights or Joint Collaboration Patent Rights owned by Voyager (either solely or jointly with Genzyme) or exclusively licensed to Voyager Covering the Manufacture, their respective use, offer for saleimportation or manufacture with respect to such country, sale or importation of such Licensed Product in the country of sale or (ii) SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights Covering the Manufacture, use, offer for sale, sale or importation of such Licensed Product in the country of sale; (biii) the expiration of Regulatory any Regulatory/Marketing Exclusivity for such Licensed Product in such country; country (the “Royalty Term”). The above royalty rates will be reduced during the Royalty Term for a given country where no BMS Patent Right or BMS Platform Patent Right (c) with respect to a BMS Platform Patent Right, solely to the extent claiming the composition of matter or use of [***] of the First Commercial Sale of such Licensed Product Compounds specifically) claims the Licensed Compound or Licensed Product, their respective use, importation or manufacture in that country. The royalty rate for such country (each such period, a “Royalty Term”). For purposes of the foregoing clause (a), following the in that event will be [***] of the First Commercial Sale weighted average royalty rate for all other countries in which the manufacture, use, sale or importation of the Licensed Compound or Licensed Product would otherwise infringe a BMS Patent Right but for the license rights granted hereunder; provided however that the royalty rate paid on Net Sales of a Licensed Product that is subject to clause (iii) shall be at the same rate as the normal (unadjusted) royalty rate described in a country, Manufacturing Claims shall no longer constitute Valid Claims with respect to such Licensed Product in such countrythe table above.

Royalty Term. The Royalties will be payable by Recordati to Nymox on Net Sales of the Product until the last to occur of the following events with respect to each country in the Territory (i) the last to expire, if any, of the last Nymox Patent with a Valid Claim that covers the manufacture, use, or sale of the Product within, or the importation of the Product into, such country, (ii) the end of any period during which of Data Exclusivity applicable to the Product in such country, (iii) the end of any period of an SPC applicable to the Product in such country, and (iv) the Publication of the last part of the Nymox Know-How that (A) was previously confidential and that (B) is used by Nymox, or its designee, to manufacture the Compound or Product for Recordati, its Affiliates or Sublicensees, or (C) that is used by Recordati, its Affiliates or Sublicensees in the Commercialization of the Product (the foregoing period is the “Royalty Term”); provided however, that if and to the extent the Royalty Term is extended beyond the period described in the foregoing clauses “(i)”, “(ii)”, and “(iii)” by application of the foregoing clause “(iv)” then the royalties set forth otherwise payable for the relevant Product and relevant country under Section 3.4 for such period shall be payable at the rates indicated in Section 12.4.1 (Royalty Rates) and the sales milestones set forth in Section 12.3.2 (Sales Milestones) shall be payable, on a Licensed Product-by-Licensed Product and country-by-country basis, shall commence with the First Commercial Sale of a Licensed Product 104 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “3.4 but reduced by [***]] unless and until the foregoing clause “(i)”, “(ii)”, or “(iii)” becomes applicable to such Product and such country again (for example, due to the issuance of another Nymox Patent or SPC applicable to the Product) at which point the full royalties shall again become due and payable. A 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 1933For avoidance of doubt, AS AMENDEDthe Royalty Term shall be determined on a country by country basis. For purposes of this Section, “Publication” means to be made publicly known by means other than by Recordati, its Affiliates or Sublicensees in breach of this Agreement. Notwithstanding the above, and for the avoidance of doubt, the Royalty Term shall expire on a country by country basis upon the successful launch of a Generic Product and in any case the Royalty Term shall expire for all the Territory upon the expiry of the [***] period from the date EMA approves the first MA, after which the license will be considered fully paid up and perpetual as per Section 12.6.4 and Recordati will be able to Commercialize the Product with no further payments to Nymox and will be able to manufacture or have manufactured the Product at its choice. For purposes of this Section, the phrase “successful launch of a Generic Product” means that the total sales (measured in number of units) of products which are generic to a Product by Third Parties (not working with Recordati, directly or indirectly) in a given country and continue until the latest of for a six (a6) subject to the last sentence of this Section 12.4.2, the expiration of the last Valid Claim of the (i) Voyager Patent Rights, Voyager Collaboration Patent Rights or Joint Collaboration Patent Rights owned by Voyager (either solely or jointly with Genzyme) or exclusively licensed to Voyager Covering the Manufacture, use, offer for sale, sale or importation of such Licensed Product in the country of sale or (ii) SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights Covering the Manufacture, use, offer for sale, sale or importation of such Licensed Product in the country of sale; (b) the expiration of Regulatory Exclusivity for such Licensed Product in such country; or (c) the month period exceed [***] of the First Commercial Sale total sales (measured in number of such Licensed units) of the Product in such country (each for such period, a “Royalty Term”). For purposes of the foregoing clause (a), following the [***] of the First Commercial Sale of a Licensed Product in a country, Manufacturing Claims shall no longer constitute Valid Claims with respect to such Licensed Product in such country.

Royalty Term. The period during which “Royalty Term” means the royalties set forth time from the first post-Marketing Authorization sale of the first Licensed Product in Section 12.4.1 (Royalty Rates) and the sales milestones set forth in Section 12.3.2 (Sales Milestones) shall be payablea given country, on a country by country basis, until the last to occur of (X) the expiration or invalidation of the last Valid Claim of Licensed Patents that would be infringed, but for the license of this Agreement or joint ownership of the particular Valid Claim, in any of the ways described in the definition of “Cover,” by the making, using, selling, offering for sale, importing or exporting of the Licensed Product that is actually sold in such country in which such Licensed Product is manufactured or sold, and (Y) eleven (11) years after the first post-Marketing Authorization sale of the first Licensed Product in such country. Clause (X) of Royalty Term is determined on a country-by-country and Licensed Product-by-Licensed Product and basis, whereas clause (Y) of Royalty Term is determined only on a country-by-country basis, . The royalties payable with respect to Net Sales of Licensed Products shall commence with the First Commercial Sale of a Licensed Product 104 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “be reduced to […***]”. A 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, AS AMENDED. in a country and continue until the latest of …] percent (a) subject to the last sentence of this Section 12.4.2, the expiration of the last Valid Claim of the (i) Voyager Patent Rights, Voyager Collaboration Patent Rights or Joint Collaboration Patent Rights owned by Voyager (either solely or jointly with Genzyme) or exclusively licensed to Voyager Covering the Manufacture, use, offer for sale, sale or importation of such Licensed Product in the country of sale or (ii) SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights Covering the Manufacture, use, offer for sale, sale or importation of such Licensed Product in the country of sale; (b) the expiration of Regulatory Exclusivity for such Licensed Product in such country; or (c) the […***] …]%) of the First Commercial Sale of such Licensed Product in such country (each such periodotherwise applicable rates, a “Royalty Term”). For purposes of the foregoing clause (a), following the [***] of the First Commercial Sale with respect to Net Sales of a Licensed Product in a countrycountry during any portion of the Royalty Term when there is not a Valid Claim of Licensed Patents that would be infringed, Manufacturing Claims shall no longer constitute but for the license of this Agreement or joint ownership of the particular Valid Claims with respect to such Claim, in any of the ways described in the definition of “Cover,” by the making, using, selling, offering for sale, importing or exporting of the Licensed Product that is actually sold in such countrythe country of manufacture or sale. For the avoidance of doubt, the […***…] percent ([…***…]%) reduction shall in this situation apply to every royalty rate otherwise applicable except for the “floor” of […***…] percent ([…***…]%) which shall be […***…] percent ([…***…]%) in this case.