Common use of Third Party Royalties Clause in Contracts

Third Party Royalties. (i) In the event that Amgen, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by the manufacture, use, sale, offer for sale or import of the Compound contained in a Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

Third Party Royalties. (ia) In the event that AmgenCURAGEN, at its Affiliates or Sublicensee obtains a sole expense, shall pay all license under Patents of a fees, milestones and earned royalties owing to any Third Party in with respect to patents regarding the composition or method of manufacture of the HDAC Inhibitor component of any country Collaboration Product (“Third Party HDAC Patents”) that Amgen or its Affiliate, on the advice of patent counsel, CURAGEN determines, in the absence of a license thereunder could be considered to be infringed by the manufactureits reasonable business judgment, use, sale, offer for sale or import of the Compound contained in a Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful in order to Developdevelop, make, have made, use, sell, offer for sale sale, have sold or import a Compound or export any such Collaboration Product sold by Amgen in the Territory (or its Affiliate or Sublicensee) in such country (in each casecollectively, a “Useful Third Party LicenseHDAC Royalties”), then Amgen may deduct . (b) CURAGEN shall be entitled to a credit against royalties due to TOPOTARGET under this Agreement for any Covered Product in an amount equal to […***…]% of the […***…] actually paid to such of the aggregate Third Party under such Useful Third Party License HDAC Royalties paid by CURAGEN in any country in the Territory with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Daterelevant Covered Product; provided, however, that Amgen the application of such credit shall not reduce the royalties payable by CURAGEN under this Agreement for such Covered Product with respect to any given calendar quarter by more than [******]. Notwithstanding the foregoing, if CURAGEN, in lieu of or in addition to any Third Party HDAC Royalties, is required to pay an award of damages or a settlement amount in the form of a reasonable royalty based on sales during any period of previous infringement of any Third Party HDAC Patents (as opposed to the on-going payment of a running royalty), then such payment shall be responsible for allocated to the several calendar quarters during such period of infringement, and the limits set forth in the previous sentence shall apply to each portion of such payment of allocated to a specific quarter and not to such payment as a whole, and an appropriate credit shall be permitted so long as no quarterly payment is reduced by more than [******]. (c) Each Party, at its sole expense, shall pay all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) license fees, milestones and earned royalties owing to any Third Party as a result of the Developmentlicensing of Patents other than Third Party HDAC Patents (“Other Third Party Patents”), manufacturethat the Joint Steering Committee determines, in its reasonable business judgment, are necessary in order to develop, make, have made, use, salesell, offer for sale sale, have sold or import export any Collaboration Product in its respective territory (collectively, “Other Third Party Royalties”). All such amounts that are due with respect to a particular country shall be borne by the Party in whose territory such country falls hereunder. All other amounts shall be allocated based on the ratio of affected sales in each Party’s territory, as mutually agreed by the Parties. (d) Each Party shall be entitled to a credit against royalties due to the other Party under this Agreement on any Covered Product by from CURAGEN pursuant to Section 9.6, or on behalf any Collaboration Product from TOPOTARGET pursuant to Section 9.9. in each case in an amount equal to [******] of Amgen the aggregate Other Third Party Royalties paid by such Party in any country in its territory; provided, however, that the application of such credit shall not reduce the royalties payable by such Party under this Agreement for such Covered Product or Collaboration Product, as relevant, with respect to any given calendar quarter, after any adjustment permitted to CURAGEN pursuant to (b) above where CURAGEN has paid both Third Party HDAC Royalties and Other Third Party Royalties, by more than [******]. Notwithstanding the foregoing, if such Party, in lieu or in addition to any Other Third Party Royalties, is required to pay an award of its Affiliates damages or Sublicenseesa settlement amount in the form of a reasonable royalty based on sales during any period of previous infringement of Other Third Party Patents (as opposed to the on-going payment of a running royalty), then such payment shall be allocated to the several calendar quarters during such period of infringement, and the limits set forth in the previous sentence shall apply to each portion of such payment allocated to a specific quarter and not to such payment as a whole, and an appropriate credit shall be permitted so long as no quarterly payment is reduced by more than [******].

Third Party Royalties. If, during the Term, Adapt elects, in its sole discretion, to seek a license under any Patent of a Third Party that (i) In Adapt reasonably determines would be infringed by the event that AmgenExploitation, in any part of the Territory, of any Product then under Development or being Commercialized by Adapt, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country its Sublicensees, or that Amgen or its Affiliate, on the advice of patent counsel, determines, Adapt determines could be listed in the absence FDA’s Orange Book in respect of a license thereunder one or more Products (including Products in Development), or that claims an invention that Adapt determines could be considered to be infringed by facilitate the manufacture, use, sale, offer for sale Development of one or import more new Product(s) (any of the Compound contained in a Product sold by Amgen (foregoing, “Core IP” ) or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that AmgenAdapt otherwise determines is necessary or desirable for Adapt, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party Sublicensees to Exploit the Products, then, in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each either case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party Adapt shall be solely responsible for payment the negotiation and execution of the corresponding license agreement. Any amounts due under any and all royalties and other amounts owed such Third Party license agreement will be borne by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective DateAdapt; provided, however, that Amgen Adapt shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement entitled to deduct up to fifty percent (defined in Section 10.2(b)50%) as a result of the Developmentupfront payment, manufacturemilestones or royalties paid to such Third Party (on account of rights relating to Products) from the Regulatory Milestones payable by Adapt pursuant to Section 5.2, usethe Sales-Based Milestones payable by Adapt pursuant to Section 5.3 and the royalties payable by Adapt pursuant to Section 5.4. To the extent that, salein any Calendar Quarter with respect to a royalty payment or with respect to milestone payment in the event of a milestone, offer for sale or import Adapt was not able to deduct the entire amount of the above percentage of any and all amounts paid to such Third Party in such Calendar Quarter or from such regulatory or sales-based milestone payment, Adapt shall be entitled to carry forward such remaining amounts and deduct them from the royalties due in subsequent Calendar Quarters or a subsequent regulatory or sales-based milestone payment; provided that in no event shall reductions pursuant to this Section 5.5 result in royalties on Product of less than (x) [**] percent ([**]%) of Net Sales in any Calendar Quarter in the case of reductions associated with Core IP or (y) [**] percent ([**]%) of Net Sales in any Calendar Quarter in the case of reductions associated with any other license contemplated by or on behalf of Amgen or any of its Affiliates or Sublicenseesthis Section 5.5.

Third Party Royalties. (ia) In Subject to Clauses (b) and (c) below, if, based on the event that Amgenwritten advice of reputable, independent outside counsel selected by the Parties, a copy of which shall be promptly provided to the Parties, NOVACEA shall deem it necessary in respect of sales of the Licensed Product to obtain a license from any Third Party in order for NOVACEA, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country that Amgen its permitted sublicensees to exercise their rights hereunder to use or its Affiliate, on sell the advice of patent counsel, determines, Licensed Product in the absence Cancer Field, each Party shall bear [*] percent ([*]%) of a any license thereunder could be considered to be infringed by the manufacturefees, usemilestones, sale, offer for sale royalties or import of the Compound contained in a Product sold by Amgen similar amounts (or its Affiliate or Sublicensee“License Payments”) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid payable to such Third Party under to the extent any such Necessary Third Party License Payments are allocable to the sale and use of a Licensed Product in the Cancer Field in the NOVACEA Territory. NOVACEA may credit its share of License Payments against any Patent and Know-How Royalty due to XXXXXX XXXXX with respect to sales of the Licensed Product (and shall so reflect any such Product credit in such country from the royalty payments owed next report to Xencor be delivered pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate11.3.3 hereof). (iib) In the event that Amgen, its Affiliates or Sublicensee obtains If a license (other than a Necessary Third Party License) under Patents of a is required from any Third Party in order for a Party to use or practice a manufacturing process, technique or intermediate in order to manufacture the Licensed Product for the NOVACEA Territory, any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid License Payments payable to such Third Party under such Useful Third Party License with in respect to sales of such Product in such country from license shall be borne solely by the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may manufacturing Party (or its subcontractor if applicable) and shall not be reduced by more than […***…]% taken into account in computing any calendar quarter as a result of any and all such offsets in the aggregateroyalty offset under Clause (a) above. (iiic) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed Any License Payments payable by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen XXXXXX XXXXX or any of its Affiliates or Sublicenseesto a Third Party as of the Effective Date (including without limitation any such amounts due to CAH under the CAH Agreement) shall be borne solely by XXXXXX XXXXX and shall not be taken into account in computing any royalty offset under Clause (a) above.

Third Party Royalties. If, during the Term, Adapt elects, in its sole discretion, to seek a license under any Patent of a Third Party that (i) In Adapt reasonably determines would be infringed by the event that AmgenExploitation, in any part of the Territory, of any Product then under Development or being Commercialized by Adapt, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country its Sublicensees, or that Amgen or its Affiliate, on the advice of patent counsel, determines, Adapt determines could be listed in the absence FDA’s Orange Book in respect of a license thereunder one or more Products (including Products in Development), or that claims an invention that Adapt determines could be considered to be infringed by facilitate the manufacture, use, sale, offer for sale Development of one or import more new Product(s) (any of the Compound contained in a Product sold by Amgen (foregoing, “Core IP”) or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that AmgenAdapt otherwise determines is necessary or desirable for Adapt, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party Sublicensees to Exploit the Products, then, in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each either case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party Adapt shall be solely responsible for payment the negotiation and execution of the corresponding license agreement. Any amounts due under any and all royalties and other amounts owed such Third Party license agreement will be borne by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective DateAdapt; provided, however, that Amgen Adapt shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result entitled to deduct up to *** REDACTED ***percent of the Developmentupfront payment, manufacturemilestones or royalties paid to such Third Party (on account of rights relating to Products) from the Regulatory Milestones payable by Adapt pursuant to Section 5.2, usethe Sales-Based Milestones payable by Adapt pursuant to Section 5.3 and the royalties payable by Adapt pursuant to Section 5.4. To the extent that, salein any Calendar Quarter with respect to a royalty payment or with respect to milestone payment in the event of a milestone, offer for sale or import Adapt was not able to deduct the entire amount of the above percentage of any and all amounts paid to such Third Party in such Calendar Quarter or from such regulatory or sales-based milestone payment, Adapt shall be entitled to carry forward such remaining amounts and deduct them from the royalties due in subsequent Calendar Quarters or a subsequent regulatory or sales-based milestone payment; provided that in no event shall reductions pursuant to this Section 5.5 result in royalties on Product of less than (x) *** REDACTED *** percent of Net Sales in any Calendar Quarter in the case of reductions associated with Core IP or (y) *** REDACTED ***percent of Net Sales in any Calendar Quarter in the case of reductions associated with any other license contemplated by or on behalf of Amgen or any of its Affiliates or Sublicenseesthis Section 5.5.

Third Party Royalties. (i) In the event If Vaccinex determines after consultation with Rochester that Amgen, its Affiliates it is required to pay royalties or Sublicensee obtains a license under Patents of a Third Party in other fees to any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by third party because the manufacture, use, offer for sale, offer for importation, or sale of a Licensed Method or import a Licensed Product would otherwise be likely to infringe any patent or other intellectual property rights of the Compound contained such third party in a Product sold by Amgen (or its Affiliate or Sublicensee) in such given country (in each case, a “Necessary Third Party LicenseRoyalties”), then Amgen Vaccinex may deduct […***…]% from running royalties thereafter due to Rochester (pursuant to Sections 3.2, 3.4 or 3.5 of the royalties actually paid to such Third Party under such Necessary Third Party License this Agreement) with respect to sales the Net Sales of such Licensed Method or Licensed Product in such country from up to [***] percent ([***]%) of the royalty payments owed Third Party Royalties. In no event shall the royalties due to Xencor Rochester on such Net Sales in such country on account of any reduction pursuant to this Section 6.7 with respect 3.6 be thereby reduced to less than [***] percent ([***]%) on such Net Sales of a Licensed Method, [***] percent ([***]%) on such Net Sales of a Licensed Product that is a diagnostic product or [***] percent ([***]%) on such Net Sales of a Licensed Product that is a vaccine or therapeutic product in such country. If the sum of the royalties paid hereunder and Third Party Royalties for a given Licensed Product or a Licensed Method in a given country exceeds, provided that at any time, more than [***] percent ([***]%) on a vaccine or other therapeutic product, [***] percent ([***]%) on a diagnostic product or [***] percent ([***]%) on a method of production of the Net Sales for such a Licensed Product or Licensed Method, then upon Vaccinex’s request, Rochester and Vaccinex agree to negotiate in good faith in an effort to agree on a reduction in the royalties payable hereunder to Xencor with respect Rochester for such Licensed Product or Licensed Method in such country. In the event the parties are unable to agree to such Product in such country may reduction after a reasonable period of time, not be reduced by more than to exceed […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen either party may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided request that the royalties payable to Xencor issue be arbitrated in accordance with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result Section 12.6 of any and all such offsets in the aggregatethis Agreement. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

Third Party Royalties. Notwithstanding the foregoing, Licensee may obtain (or has obtained) one or more licenses under patents or patent applications owned by a Third Party (i) In the event that Amgen, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered as reasonably necessary to be infringed avoid infringement thereof by the manufacture, use, saleor sale of any Licensed Product, offer for sale Licensed Process, or import of the Compound contained Licensed Service, (ii) to reasonably avoid infringement-related litigation with respect to such patent(s), as determined by Licensee in a Product sold by Amgen its sole discretion, or (or its Affiliate or Sublicenseeiii) in such country order to practice any Third Party’s rights that could improve, enhance, or modify a Licensed Product, Licensed Process, or Licensed Service (in each caseincluding but not limited to obtaining rights to any therapeutic compound, a “Necessary Third Party License”molecule, peptide, moiety, or sequence, or any other therapeutic agent), then Amgen may deduct as determined reasonably and in good faith by Licensee. If it is necessary for Licensee to pay royalties in order to obtain such licenses from Third Parties such that the aggregates royalties on Net Sales due to Third Parties exceeds […***…]% ] percent [***] of Net Sales, Licensee shall be permitted to reduce the royalty due to DUKE by [***] of any such additional royalties actually paid payable to such Third Party under such Necessary Third Party License Parties in excess of [***] percent [***] of Net Sales with respect to sales of such Product in such country Licensed Product, Licensed Process, or Licensed Service, from the royalty payments owed owing to Xencor pursuant to Section 6.7 with respect to Net Sales DUKE for sales of such Product in such countrythat Licensed Product, Licensed Process, or Licensed Service under Article 3.03, provided that the royalties payable royalty paid to Xencor with respect to such Product all Third Parties will be decreased proportionately, and that in such country may not be reduced by more than *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

Third Party Royalties. (iA) In On a Licensed Product by Licensed Product and country by country basis, if (1) the event that AmgenJRDC, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country that Amgen or its Affiliatesubject to Section 3.3(d), on the advice of patent counsel, determinesreasonably determines that, in order to practice the absence subject matter of a license thereunder could be considered to be infringed by […***…] or […***…] in the manufacture, use, sale, offer for sale or import Field and avoid infringement of the Compound contained in a Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct any […***…]% , it is necessary to obtain a license from a Third Party and to pay a royalty under such license (including, without limitation, in connection with settlement or avoidance of a patent infringement claim or dispute), or (2) Otsuka is subject to a final court or other binding order or ruling or a decision made or agreed to by MethylGene or pursuant to Article XII requiring the payment of a royalty to a Third Party patent holder in order to practice the subject matter of […***…]or[…***…] in the Field (“Primary Third Party Patent Licenses”), […***…] of any royalty paid under Primary Third Party Patent Licenses by […***…] shall be […***…] against […***…] hereunder; provided, however, in no event shall such credit cause the royalties actually paid to such Third Party under such Necessary Third Party License with respect MethylGene for any particular Calendar Quarter to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iiB) In On a Licensed Product by Licensed Product and country by country basis, if (1) the event that AmgenJRDC, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful subject to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”Section 3.3(d), then Amgen may deduct reasonably determines that, in order to […***…] a Licensed Product in the Field (but not in order to practice the subject matter of […***…] or[…***…]% ) and avoid infringement of any […***…], it is necessary to obtain a license from a Third Party and to pay a royalty under such license (including, without limitation, in connection with settlement or avoidance of a patent infringement claim or dispute), or (2) Otsuka is subject to a final court or other binding order or ruling or a decision made or agreed to by MethylGene or pursuant to Article XII requiring the payment of a royalty to a Third Party patent holder in order to […***…] a Licensed Product in the Field (but not in order to practice the subject matter of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than or[…***…]% in any calendar quarter as a result ) (“Secondary Third Party Patent Licenses”), […***…] of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a royalty paid under Secondary Third Party Patent Licenses by […***…] shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date[…***…] against […***…] hereunder; provided, however, that Amgen in no event shall such credit cause the royalties paid to MethylGene for any particular Calendar Quarter to be responsible for payment reduced by more than (x) […***…] of all payments that become due after Net Sales with respect to the Option Exercise Date under the Catalent Agreement first […***…] in Net Sales in a Calendar Year, or (defined y) […***…] of Net Sales with respect to Net Sales in Section 10.2(b)) as excess of […***…] in a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or SublicenseesCalendar Year.

Third Party Royalties. (i) In the event that Amgenthat: (a) a Product is deemed by a final, its Affiliates unappealable decision of a court of competent jurisdiction to infringe a claim of a patent(s) owned or Sublicensee obtains a license under Patents of controlled by a Third Party in any given country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered and such infringement is directly related to be infringed by the manufacture, use, salepractice, offer for or sale or import of the Compound contained Licensed Patents, and DARA, an Affiliate thereof, or any Sublicensee licenses such patent(s) in settlement of such claims (“Infringement License”), or (b) DARA, an Affiliate thereof, or any Sublicensee determines, in its reasonable discretion, including (1) consultation with its patent counsel and (2) the provision to Nuada of a Product sold by Amgen reasonable opportunity to discuss such determination, that it is commercially, reasonably necessary to obtain a license to practice any Third Party’s rights in any given country in order to avoid, with respect to the Exploitation of a Product, (i) infringement or misappropriation of such Third Party’s rights or (ii) infringement- or misappropriation-related litigation with respect to such Third Party rights, provided that, in either case, such possible infringement or misappropriation is directly related to the manufacture, use, practice, or sale of the Licensed Patents (such license, a “Necessary License”), and, provided further, that DARA or its Affiliate or Sublicensee) in any Sublicensee provides Nuada a reasonable opportunity to discuss and evaluate the necessity of such country (in each case, a “Necessary Third Party License”)license, then Amgen DARA may deduct […***…]% up to one hundred percent (100%) of any fees, milestones or royalties paid by DARA, an Affiliate thereof, or any Sublicensee to Third Parties for Infringement Licenses and Necessary Licenses (or such amounts paid by DARA, an Affiliate thereof, or any Sublicensee in settlement of any related infringement action) from the royalties actually amounts otherwise due but not yet paid to such Third Party Nuada pursuant to Sections 4.2 and 4.3 hereof; provided, however, that, notwithstanding the foregoing, (i) the total amount due to Nuada under such Necessary Third Party License this Agreement with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may any particular calendar quarter shall not be reduced by more than […***…]% fifty percent (50%) as a result of any adjustments under this Section 4.7 and (ii) any amounts not deducted in any a calendar quarter as a result of any and all such offsets the application of (a) and/or (b) above shall be carried forward for deduction in the aggregate. subsequent calendar quarter(s), subject to such fifty percent (ii50%) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (limitation in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

Third Party Royalties. (i) In If the event that AmgenDevelopment, its Affiliates Promotion or Sublicensee obtains a license under Patents Commercialization of the Product by Xxxxxx in the Field in the Territory infringes or misappropriates any intellectual property rights of a Third Party in any country that Amgen (other than Gloria’s Affiliate) or its Affiliate, on the advice of patent counsel, determines, Sucampo Affiliate in the absence Field in the Territory such that Xxxxxx cannot Develop, Promote or Commercialize the Product in the Field in the Territory as provided for herein without infringing such intellectual property rights of a license thereunder could be considered to be infringed by the manufacture, use, sale, offer for sale or import of the Compound contained in a Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Gloria’s Affiliate) and/or Sucampo Affiliate, then each Party Licenseshall promptly notify the other Party upon becoming aware of the same and Sucampo may, along with indemnification as and to the extent set forth below and to the maximum extent permitted by Applicable Law, as Gloria’s sole and exclusive remedy and at Sucampo's sole option and discretion, and to the reasonable satisfaction of Xxxxxx: (a) under Patents of a Third Party in any country that Amgen or its Affiliate determines obtain such licenses and rights as are necessary or reasonably useful for Xxxxxx to Develop, make, use, sell, offer Promote or Commercialize the Product in the Field in the Territory as expressly provided for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the herein within […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales after Sucampo becomes aware of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor infringement or misappropriation with respect to such Product in the Field in the Territory as set forth in this Section 8.5 above and Sucampo shall be solely responsible for the payment of all such country may not be reduced by more than Third Party Royalties; or (b) replace or modify any affected Sucampo Background Technology within […***…]% in any calendar quarter as a result ] after Sucampo becomes aware of any and all such offsets infringement or misappropriation with respect to such Product in the aggregate. Field in the Territory as set forth in this Section 8.4 above, so that it does not infringe such intellectual property rights of such Third Party (iiiother than Gloria’s Affiliates) at Sucampo’s sole cost and expense, provided however that with respect to (i) any such infringement or misappropriation before Sucampo implements a remedy in accordance with this Section 8.4 and (ii) any such infringement or misappropriation which is not remedied in accordance with this Section 8.4, Sucampo shall indemnify, defend, and hold harmless Xxxxxx against any Losses resulting from a Third Party Claim to the extent that such Third Party Claim results from such infringement or misappropriation pursuant to Section 14.2, including paying the costs of such defense and any judgments finally awarded to such Third Party (other than Gloria’s Affiliates) by a court of competent jurisdiction or settlements entered with such Third Party (other than Gloria’s Affiliates) and Gloria’s reasonable attorneys’ fees to the extent that such Third Party Claim results from such infringement or misappropriation. For the avoidance of doubt, subject Xxxxxx shall not be entitled to the foregoingindemnification with respect to such infringement or misappropriation under this Agreement, it is understood that including Section 8.4 and Section 14.2, if Sucampo has implemented a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license remedy in accordance with Section 8.4(a) or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b8.4(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

Third Party Royalties. (ia) In the event that AmgenIf COMPANY, its Affiliates or Sublicensee obtains a sublicensees determine after consultation with LICENSOR, but at COMPANY’s discretion, that it or they are required to pay royalties or other fees to any third party (including under any third party or GW license under Patents of a Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by which Section 2.6 applies) because the manufacture, use, offer for sale, offer for importation, or sale of a Licensed Product infringes any patent or import other intellectual property rights of the Compound contained such third party in a Product sold by Amgen (or its Affiliate or Sublicensee) in such given country (in each case, a “Necessary Third Party LicenseRoyalties”), then Amgen COMPANY, its Affiliates or sublicensees may deduct […***…]% from running royalties thereafter due to LICENSOR (per Section 3.4 of the royalties actually paid to such Third Party under such Necessary Third Party License this Agreement) with respect to sales the Net Selling Price of such Licensed Product in such country from up to [REDACTED BY EMORY] of the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Third Party Royalties. In no event shall the royalties due on such Sales of such Licensed Product in such country on account of any reduction pursuant to this Subsection 3.9(a) be thereby reduced to less than [REDACTED BY EMORY] on such Sales of such Licensed Product in such country. (b) If the sum of the royalties paid hereunder and Third Party Royalties for a given Licensed Product in a given country exceeds, provided that at any time, [REDACTED BY EMORY] of the Net Selling Price for such Licensed Product, upon COMPANY’s request, LICENSOR and COMPANY agree to negotiate in good faith in an effort to agree on a reduction in the royalties payable hereunder to Xencor with respect to LICENSOR for such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Licensed Product in such country. In the event the parties are unable to agree to such reduction after a reasonable period of time, provided not to exceed [REDACTED BY EMORY], either party may request that the royalties payable to Xencor issue be arbitrated in accordance with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result Section 16.1 of any and all such offsets in the aggregatethis Agreement. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

Third Party Royalties. (i) In Serenity shall reimburse Allergan for any payments that Allergan is obligated to pay to CPEX under the event that AmgenCPEX License based on Net Sales of Products by Serenity, its Affiliates Affiliates, or Sublicensee obtains its Sublicensees pursuant to the license set forth in Section 2.4. (ii) If in Allergan’s reasonable business judgment it is necessary or desirable to seek a license under Patents of a from any Third Party after the Effective Date under any Patent in any country that Amgen order for Allergan, its Affiliates, or its AffiliateSublicensees to make, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by the manufacturehave made, use, salesell, offer for sale or import Product, Allergan may obtain such license in its discretion. In the event that Allergan exercises its reasonable judgment under this Section 7.4(c)(ii), Allergan shall provide Serenity with written notice of the Compound contained in a Product sold by Amgen (or its Affiliate or Sublicensee) in need to obtain any such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […license. The Parties shall discuss the ***…]% Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the royalties actually Securities Act of 1934, as amended. best course of action to resolve such potential license requirement(s), provided that such discussions shall not limit or delay Allergan’s right to obtain such license. With respect to any such Third Party license that is necessary in order for Allergan or its Affiliates to make (or have made), use, sell, offer for sale or import Product as described in the Specifications in the Regulatory Approval for the Nocturia Indication in the United States, Allergan shall have the right to set off an amount equal to *** percent (***%) of any and all payments required to be paid by Allergan or its Affiliates to such Third Party under such Necessary Third Party License with respect license (excluding, for clarity, any such payments that are based on Net Sales by Allergan’s Sublicensees) against payments otherwise payable to sales Serenity under Section 7.4(a), which set off in any Calendar Quarter shall not exceed an amount equal to *** percent (***%) of such Product in such country from the royalty payments owed otherwise payable to Xencor pursuant Serenity under Section 7.4(a); provided that any amount of such set off in excess of such payments otherwise payable to Serenity under Section 6.7 with 7.4(a) shall be carried forward and credited against payments otherwise payable to Serenity under Section 7.4(a) in subsequent Calendar Quarters. With respect to Net Sales of any such Third Party license that is not necessary in order for Allergan or its Affiliates to make (or have made), use, sell, offer for sale or import Product as described in such countrythe Specifications in the Regulatory Approval for the Nocturia Indication in the United States, provided that Allergan shall have the royalties payable right to Xencor with respect set off an amount equal to such Product in such country may not be reduced by more than […*** percent (***…]% in any calendar quarter as a result %) of any and all payments required to be paid by Allergan or its Affiliates to such offsets Third Party under such Third Party license (excluding, for clarity, any such payments that are based on Net Sales by Allergan’s Sublicensees) against payments otherwise payable to Serenity under Section 7.4(a), which set off in any Calendar Quarter shall not exceed an amount equal to *** percent (***%) of the aggregate. royalty payments otherwise payable to Serenity under Section 7.4(a) for such Calendar Quarter; provided that any amount of such set off in excess of *** percent (ii***%) of the royalty payments otherwise payable to Serenity under Section 7.4(a) shall be carried forward and credited against payments otherwise payable to Serenity under Section 7.4(a) in subsequent Calendar Quarters. In the event that Amgenthe Parties agree that any such Third Party Patents Cover the Product for use in the PNE Indication, Allergen shall use commercially reasonable efforts to include Products for the PNE Indication within the scope of the license granted by such Third Party for sublicense to Serenity hereunder, and Serenity shall pay to Allergan an amount equal to *** percent (***%) of any and all payments required to be paid by Allergan or its Affiliates to such Third Party with respect to the PNE Indication, including without limitation any payments that are based on Net Sales of Products by Serenity and its Affiliates and Sublicensees for the PNE Indication. For clarity, ***. (iii) If in Serenity’s reasonable business judgment it is necessary or desirable to seek a license from any Third Party under any Patent in order for Serenity, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen Affiliates, or its Affiliate determines are necessary Sublicensees to make (or reasonably useful to Develop, makehave made), use, sell, offer for sale or import a Compound or Product sold by Amgen (solely for the PNE Indication, to the extent that Allergan is not then Commercializing such Products for the PNE Indication, Serenity may obtain such license in its discretion; provided that any such Patent that also Covers the Product for use in Indications other than the PNE Indication shall be subject to Section 7.4(c)(ii) and not this Section 7.4(c)(iii). In the event that Serenity or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”exercises its reasonable judgment under this Section 7.4(c)(iii), then Amgen may deduct […Serenity shall provide Allergan with written notice of the need to obtain any such license. The Parties shall discuss the best course of action to resolve such potential license ***…]% Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the […Securities Act of 1934, as amended. requirement(s), provided that such discussions shall not limit or delay Serenity’s or any of its Affiliate’s right to exercise its reasonable business judgment. Serenity ***…] actually , shall have the right to set off an amount equal to *** percent (***%) of any and all payments required to be paid by Serenity on sales by ***, to such Third Party against payments otherwise payable to Allergan under such Useful Third Party License with respect Section 7.4(b), which set off in any Calendar Quarter shall not exceed an amount equal to sales *** percent (***%) of such Product in such country from the royalty payments owed otherwise payable to Xencor pursuant to Allergan under Section 6.7 with respect to Net Sales 7.4(b) for such Calendar Quarter; provided that any amount of such Product set off in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […excess of *** percent (***…]% in any calendar quarter as a result %) of any and all such offsets in the aggregate. (iiiroyalty payments otherwise payable to Allergan under Section 7.4(b) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any carried forward and all royalties and other amounts owed by such Party credited against payments otherwise payable to Allergan under its license or other agreements with Third Parties that were entered into prior to the Effective Date; providedSection 7.4(b) in subsequent Calendar Quarters. For clarity, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees***.

Third Party Royalties. (ia) In the event that Amgen, Diatos or its Affiliates believe that they are obligated to pay a third party royalties or Sublicensee obtains a license under Patents of a other amounts for patent rights or technologies (“Third Party IP”) in any country that Amgen connection with a Product or its Affiliate, on the advice of patent counsel, determines, development or commercialization thereof in the absence Diatos Territory, or that the payment of a license thereunder could be considered such royalties or other amounts is necessary or appropriate in order to be infringed by the manufacture, use, sale, offer for sale or import of the Compound contained in a Product sold by Amgen so develop and commercialize Licensed Technology (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party LicensePayments”), then Amgen may deduct […***…]% Diatos shall give MacroMed written notice thereof. Within thirty (30) days of the royalties actually paid to date of such written notice, MacroMed will discuss with Diatos, in good faith, the Third Party under such Necessary IP and the proposed Third Party License with respect to sales of such Product Payments specified in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregatewritten notice. (iib) In the event (i) MacroMed agrees that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary the proposed Third Party LicenseIP is necessary or appropriate (which agreement MacroMed shall not unreasonably withhold or delay), or (ii) under Patents the Third Party Payments are ordered by final order of a court of competent jurisdiction, Diatos may deduct the Third Party in any country that Amgen Payments from the royalties due to MacroMed under Section 5.1 and from its payment of the Sublicense Royalty Share under Section 5.3 below. In the event conditions (i) or its Affiliate determines (ii) are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”)not met, then Amgen Diatos may deduct […***…]% of the […***…] actually paid to still license or otherwise acquire such Third Party under IP for the Products in the Diatos Territory, but Diatos may only deduct * percent (*%) of such Useful Third Party License with respect to sales of such Product in such country Payments from the royalty payments owed royalties due to Xencor pursuant to Macromed under Section 6.7 with respect to Net Sales 5.1 and from its payment of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregateSublicensee Royalty Share under Section 5.3 below. (iiic) For the avoidance of doubt, subject MacroMed shall be deemed to the foregoing, it is understood have agreed that a license of Third Party shall be solely responsible patent rights or technologies for payment of any and all royalties and other amounts owed by such Party under its license the Product is necessary or other agreements with Third Parties that were entered into prior to appropriate for the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement Diatos Territory (defined i.e. condition (i) in Section 10.2(b5.2.2(b) above is deemed to be met) if MacroMed obtains a corresponding license for Products in the United States or another country in the MacroMed Territory. (d) In the event MacroMed fails to respond within thirty (30) days after written notice required by Section 5.2.2(a)) as a result , or affirmatively notifies Diatos that it agrees that such Third Party IP is necessary or appropriate, then MacroMed shall irrevocably be deemed to have approved the Third Party IP which are the subject of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicenseessuch notice.

Third Party Royalties. (i) In the event that Amgen, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by the manufacture, use, sale, offer for sale or import of the Compound contained in a Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in *** Confidential Treatment Requested 33 such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

Third Party Royalties. (i) In the event that Amgen, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by the manufacture, use, sale, offer for sale or import of the Compound contained in a Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party 6.4.1 Licensee shall be solely responsible for payment of any and paying all royalties and other amounts owed by such Party under its license or other agreements with to Third Parties that were entered into prior by either Licensee or Licensor on account of sales of Licensed Products, including royalties owed due to use of the Effective DateLicensor Technology; [***]. Licensor represents and warrants [***]; provided, however, that Amgen shall be responsible for payment the [***]. 6.4.2 If the sum of all payments that become due after (a) the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Developmentroyalties payable by Licensee, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or SublicenseesSublicensees to Licensor under [***] and (b) all other Third Party royalties payable by Licensee in order to permit Licensee, its Affiliates or Sublicensees to exploit the Drug Conjugation Technology in the manner licensed under this Agreement [***] of [***] of a [***] in any [***], then (subject to the proviso set forth below in this Section 6.4.2) the royalties otherwise due and payable by Licensee under Section 6.3 shall be [***] of any royalties due by Licensee with respect to [***] of a [***] in such year that [***] of such Net Sales; provided, however, that in no event shall the royalty payments due and payable to Licensor pursuant to Section 6.3 with respect to a Licensed Product in any calendar year be [***] of the royalty payments that would otherwise be owed to Licensor [***]. A sample royalty reduction calculation is attached hereto as Schedule D. 6.4.3 If by reason of an amendment negotiated by Licensor and [***] the Third Party Royalties payable to [***] by Licensee, its Affiliates or Sublicensees are [***] of a [***] in any [***], then the royalties otherwise due and payable by Licensee under Section 6.3 [***] of the amount by which the royalties payable to [***]. [***] Confidential treatment has been requested with respect to the omitted portions. 6.4.4 In the event that Licensee desires to formulate a Licensed Product in combination with one or more additional therapeutically active ingredients (each, a “Combination Product”), the Parties shall negotiate in good faith one or more appropriate amendments to this Agreement to equitably adjust the relevant royalty rates applicable to such Combination Products to [***]. If the Parties are able to agree to such adjustment, they shall enter into an appropriate amendment reflecting the adjustments to the applicable royalty rate(s).

Third Party Royalties. (ia) In the event that AmgenIf COMPANY, its Affiliates or Sublicensee obtains a sublicensees determine after consultation with LICENSOR, but at COMPANY's discretion, that it or they are required to pay royalties or other fees to any third party (including under any third party * Confidential Treatment Requested or GW license under Patents of a Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by which Section 2.6 applies) because the manufacture, use, offer for sale, offer for importation, or sale of a Licensed Product infringes any patent or import other intellectual property rights of the Compound contained such third party in a Product sold by Amgen (or its Affiliate or Sublicensee) in such given country (in each case, a “Necessary "Third Party License”Royalties"), then Amgen COMPANY, its Affiliates or sublicensees may deduct […***…]% from running royalties thereafter due to LICENSOR (per Section 3.4 of the royalties actually paid to such Third Party under such Necessary Third Party License this Agreement) with respect to sales the Net Selling Price of such Licensed Product in such country from up to [ * ] of the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Third Party Royalties. In no event shall the royalties due on such Sales of such Licensed Product in such country on account of any reduction pursuant to this Subsection 3.9(a) be thereby reduced to less than [ * ] on such Sales of such Licensed Product in such country. (b) If the sum of the royalties paid hereunder and Third Party Royalties for a given Licensed Product in a given country exceeds, provided that at any time, [ * ] of the Net Selling Price for such Licensed Product, upon COMPANY's request, LICENSOR and COMPANY agree to negotiate in good faith in an effort to agree on a reduction in the royalties payable hereunder to Xencor with respect to LICENSOR for such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Licensed Product in such country. In the event the parties are unable to agree to such reduction after a reasonable period of time, provided not to exceed [ * ], either party may request that the royalties payable to Xencor issue be arbitrated in accordance with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result Section 16.1 of any and all such offsets in the aggregatethis Agreement. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

Third Party Royalties. (ia) In Schering Responsibilities. Schering shall be responsible ------------------------- for the event that Amgen, its Affiliates or Sublicensee obtains a license under Patents payment of a any royalties due to licenses obtained from Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered Parties relating to be infringed by the manufacture, use, salemarketing, offer for sale or import distribution of the Compound contained in a Product sold Products by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that AmgenSchering, its Affiliates or Sublicensee obtains a license Sublicensees under the Collaboration Technology, Pharmacopeia Technology or Schering Technology (other than a Necessary Third Party except for any payments due to Columbia University pursuant to the Columbia License, which shall be the responsibility of Pharmacopeia). (b) under Patents of Notwithstanding Section 5.4.5(a) above, ------- if a Third Party alleges that the manufacture, use or sale of a Product infringes its patents, based solely on the practice of the Pharmacopeia Enabling Technology used by Pharmacopeia in connection with the encoding or decoding by Pharmacopeia of Libraries pursuant to the performance of this Agreement, * Any settlement of any country infringement claim or action that Amgen or its Affiliate determines are necessary or reasonably useful would require the payment of any royalty to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”shall require the mutual agreement of Schering and Pharmacopeia, except that if the Parties cannot promptly reach agreement they shall appoint an independent patent counsel reasonably acceptable to each of them to give an opinion, which will be binding as between the Parties, as to whether the Third Party patent is valid and if so whether it is infringed, and the parties shall have no further recourse to dispute such opinion (including , without limitation, the provisions of Section 11.3, which shall not apply). If it is the independent patent counsel's opinion that the patent is valid and infringed by the sale of such Agreement Product, then Amgen may deduct […***…]% solely due to Pharmacopeia's practice of the […***…] actually paid to such Third Party under such Useful Third Party License Pharmacopeia Enabling Technology in connection with respect to sales the encoding or decoding of such Product in such country from the royalty payments owed to Xencor Libraries pursuant to Section 6.7 with respect to Net Sales the performance of this Agreement, Schering may settle the matter in its sole discretion on such Product in such countryterms as it deems appropriate, provided that the royalties payable to Xencor with respect to such Product in such country may settlement does not be reduced by more than […***…]% in any calendar quarter as a result contain an admission or acknowledgment of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license infringement or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.invalidity. __________________ * CONFIDENTIAL TREATMENT REQUESTED

Third Party Royalties. (i) In the event that Amgen, its Affiliates or Sublicensee obtains a license under Patents of a Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by the manufacture, use, sale, offer for sale or import of the Compound contained in a Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Amgen may deduct […***…]% of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party 6.4.1 Licensee shall be solely responsible for payment of any and paying all royalties and other amounts owed by such Party under its license or other agreements with to Third Parties that were entered into prior by either Licensee or Licensor on account of sales of Licensed Products, including royalties owed due to use of the Effective DateLicensor Technology; [***]. Licensor represents and warrants [***]; provided, however, that Amgen shall be responsible for payment the [***]. 6.4.2 If the sum of all payments that become due after (a) the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Developmentroyalties payable by Licensee, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or SublicenseesSublicensees to Licensor under [***] and (b) all other Third Party royalties payable by Licensee in order to permit Licensee, its Affiliates or Sublicensees to exploit the Drug Conjugation Technology in the manner licensed under this Agreement [***] of [***] of a [***] in any [***], then (subject to the proviso set forth below in this Section 6.4.2) the royalties otherwise due and payable by Licensee under Section 6.3 shall be [***] of any royalties due by Licensee with respect to [***] of a [***] in such year that [***] of such Net Sales; provided, however, that in no event shall the royalty payments due and payable to Licensor pursuant to Section 6.3 with respect to a Licensed Product in any calendar year be [***] of the royalty payments that would otherwise be owed to Licensor [***]. A sample royalty reduction calculation is attached hereto as Schedule D. 6.4.3 If by reason of an amendment negotiated by Licensor and [***] the Third Party Royalties payable to [***] by Licensee, its Affiliates or Sublicensees are [***] of a [***] in any [***], then the royalties otherwise due and payable by Licensee under Section 6.3 [***] of the amount by which the royalties payable to [***]. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.4.4 In the event that Licensee desires to formulate a Licensed Product in combination with one or more additional therapeutically active ingredients (each, a “Combination Product”), the Parties shall negotiate in good faith one or more appropriate amendments to this Agreement to equitably adjust the relevant royalty rates applicable to such Combination Products to [***]. If the Parties are able to agree to such adjustment, they shall enter into an appropriate amendment reflecting the adjustments to the applicable royalty rate(s).

Third Party Royalties. (i) In the event that AmgenIf Triangle, its Affiliates or Sublicensee obtains a license under Patents of a sublicensees determine, after consultation with Dynavax, but at Triangle's sole discretion, that it or they may be required to pay royalties and other amounts (collectively, the "Third Party in Royalties") to any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by third party because the manufacture, use, offer for sale, offer for sale or import importation of the Compound contained a Licensed Product infringes or may infringe any patent or patent which may issue from a patent application of such third party in one or more countries (a Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Necessary "Third Party License”"), then Amgen Triangle, its Affiliates or sublicensees may deduct […the Third Party Royalties it or they pay to such third party from royalties thereafter payable to Dynavax. If such license relates to ISS per se, Conjugated ISS per se or the use of ISS or Conjugated ISS, Triangle may credit *** percent (***…]% %) of any Third Party Royalties up to *** percent (***%) of Net Sales of Licensed Products and *** percent (***%) of the amount of any Third Party Royalties in excess of *** percent (***%) of Net Sales of Licensed Products. For all other Third Party Licenses, Triangle may credit *** percent (***%) of all Third Party Royalties against royalties actually paid thereafter payable to Dynavax. In no event shall the royalties due on Net Sales of Licensed Products in any royalty period be thereby reduced on account of any reduction pursuant to this Section 3.6 by more than *** percent (***%) of the amount which would have been otherwise payable. In the event Triangle enters into a Third Party License pursuant to this Section 3.6, Dynavax will use its best efforts to settle or otherwise resolve any inter partes patent proceeding which may be pending between Dynavax and the relevant third party relating to such Third Party License without any claim to any Third Party Royalties and will not, thereafter commence or take any action which might provoke the commencement of any inter partes proceeding in respect of any patent rights licensed under such Necessary Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary Third Party License) under Patents of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, make, use, sell, offer for sale or import a Compound or Product sold by Amgen (or its Affiliate or Sublicensee) in such country (in each case, a “Useful Third Party License”), then Amgen may deduct […***…]% of the […***…] actually paid to such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Product in such country, provided that the royalties payable to Xencor with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. (iii) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen shall be responsible for payment of all payments that become due after the Option Exercise Date under the Catalent Agreement (defined in Section 10.2(b)) as a result of the Development, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicensees.

Third Party Royalties. (ia) In the event that AmgenIf COMPANY, its Affiliates or Sublicensee obtains a sublicensees determine after consultation with ROYALTY PHARMA, but at COMPANY’s discretion, that it or they are required to pay royalties or other fees to any third party (including under any third [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. party or GW license under Patents of a Third Party in any country that Amgen or its Affiliate, on the advice of patent counsel, determines, in the absence of a license thereunder could be considered to be infringed by which Section 2.6 applies) because the manufacture, use, offer for sale, offer for importation, or sale of a Licensed Product infringes any patent or import other intellectual property rights of the Compound contained such third party in a Product sold by Amgen (or its Affiliate or Sublicensee) in such given country (in each case, a “Necessary Third Party LicenseRoyalties”), then Amgen COMPANY, its Affiliates or sublicensees may deduct […***…]% from running royalties thereafter due to ROYALTY PHARMA (per Section 3.2(c) of the royalties actually paid to such Third Party under such Necessary Third Party License this Agreement) with respect to sales the Net Selling Price of such Licensed Product in such country from up to [ * ] of the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Third Party Royalties. In no event shall the royalties due on such Sales of such Licensed Product in such country on account of any reduction pursuant to this Subsection 3.5(a) be thereby reduced to less than [ * ] on such Sales of such Licensed Product in such country, provided that . (b) If the sum of (i) the royalties payable to Xencor paid hereunder (taking into account all royalty deductions and credits taken with respect to such Product royalties, including those in such country may not be reduced by more than […***…]% in any calendar quarter as a result of any and all such offsets in the aggregate. Section 3.5(a)), plus (ii) In the event that Amgen, its Affiliates or Sublicensee obtains a license (other than a Necessary [ * ] of all Third Party License) under Patents Royalties paid in respect of a Third Party in any country that Amgen or its Affiliate determines are necessary or reasonably useful to Develop, makethe manufacture, use, sell, offer for sale, importation or sale or import of a Licensed Compound or as contained in a given Licensed Product sold by Amgen (or its Affiliate or Sublicensee) in such a given country (in each caseexceeds, a “Useful Third Party License”)at any time, then Amgen may deduct […***…]% [ * ] of the […***…] actually paid Net Selling Price for such Licensed Product, upon COMPANY’s request, ROYALTY PHARMA and COMPANY agree to negotiate in good faith in an effort to agree on a reduction in the royalties payable hereunder to ROYALTY PHARMA for such Third Party under such Useful Third Party License with respect to sales of such Product in such country from the royalty payments owed to Xencor pursuant to Section 6.7 with respect to Net Sales of such Licensed Product in such country. In the event the parties are unable to agree to such reduction after a reasonable period of time, provided not to exceed [ * ], either party may request that the royalties payable to Xencor issue be arbitrated in accordance with respect to such Product in such country may not be reduced by more than […***…]% in any calendar quarter as a result Section 14.1 of any and all such offsets in the aggregatethis Agreement. (iiic) For the avoidance of doubt, subject to the foregoing, it is understood that a Party shall be solely responsible for payment of any and all royalties and other amounts owed by such Party under its license or other agreements with Third Parties that were entered into prior to the Effective Date; provided, however, that Amgen COMPANY shall be responsible for payment of all payments that become paying the royalties due after the Option Exercise Date to GW under the Catalent GW License Agreement resulting from sale of Licensed Products (as defined in Section 10.2(b)the GW License Agreement) by COMPANY, its Affiliates and sublicensees. COMPANY hereby indemnifies (i) [ * ], and (ii) [ * ]. COMPANY will pay such royalties directly to GW, as prescribed by the GW License Agreement, with notice to LICENSOR and ROYALTY PHARMA. COMPANY’s obligation under this paragraph (c) shall terminate in respect of a result given country upon the expiration or termination of the DevelopmentGW License Agreement in such country. (d) The royalties actually paid by COMPANY, manufacture, use, sale, offer for sale or import of any Product by or on behalf of Amgen or any of its Affiliates or Sublicenseesand sublicensees under the GW License Agreement shall be deemed to be “Third Party Royalties” under Section 3.5(a) and COMPANY, its Affiliates and sublicensees shall have the right of deduction pursuant to this Section 3.5 with respect to the royalties paid thereunder to GW. [ * ].