Common use of LICENSED PRODUCTS AND LICENSED PROCESSES Clause in Contracts

LICENSED PRODUCTS AND LICENSED PROCESSES. COMPANY shall pay to THE PARTIES the amounts below upon achievement by COMPANY or its AFFILIATES or its SUBLICENSEES or its CORPORATE PARTNERS of certain milestone events as set forth in the table below for each LICENSED PRODUCT or LICENSED PROCESS that is in the FIELD. For purposes of clarity, these milestones are for development of LICENSED PRODUCTS or LICENSED PROCESSES that are NOT used in conjunction with an IDENTIFIED PRODUCT. Milestone – for clarity, “Indications” would be a diagnostic test for metastasis for breast cancers (Indication 1), prostate cancer (Indication 2), etc. Column A First Indication for each LICENSED PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Column B Each Additional Indication for each LICENSED PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Filing of IDE (or equivalent) $0 $0 First IDE (or equivalent) approval $25,000 $12,500 Approval of a LICENSED PRODUCT or LICENSED PROCESS $50,000 $25,000 First commercial sale of an approved LICENSED PRODUCT or LICENSED PROCESS in the DIAGNOSTIC FIELD $100,000 $50,000 Achievement of cumulative worldwide NET SALES of $ 25,000,000 of LICENSED PRODUCT or LICENSED PROCESS $125,000 $75,000 Annual worldwide NET SALES of LICENSED PRODUCT or LICENSED PROCESS equal to or greater than $ 25,000,000 (payable each year for **** years from the date of first commercial sale) $125,000 $100,000 For the convenience of the parties, in recognition of the value of the PATENT RIGHTS, and in the time it takes to bring LICENSED PRODUCTS and LICENSED PROCESSES to market, COMPANY agrees that COMPANY’s obligation to pay the milestone payments in Column A and Column B shall survive expiration or abandonment of all issued patents and filed patent applications within the PATENT RIGHTS as specified in Section 12.6(a); however, these payments shall only be due for **** after first commercial sale of the second LICENSED PRODUCT or LICENSED PROCESS For the purposes of clarity, the milestone payments due under “the Achievement of cumulative worldwide NET SALES of $ 25,000,000 ” and the “Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $ 25,000,000 ” described above shall be creditable against Running Royalties. If the first indication for a given LICENSED PRODUCT or LICENSED PROCESS does not reach all of the milestones in this section, then the other indications for that given LICENSED PRODUCT or LICENSED PROCESS will pay those milestone payments not paid in respect of any such LICENSED PRODUCT or LICENSED PROCESS until all of the milestones in Column A for both milestone groups have been paid one time at the rates set forth above.

LICENSED PRODUCTS AND LICENSED PROCESSES. COMPANY shall pay to THE PARTIES the amounts below upon achievement by COMPANY or its AFFILIATES or its SUBLICENSEES or its CORPORATE PARTNERS of certain milestone events as set forth in the table below for each LICENSED PRODUCT or LICENSED PROCESS that is in the FIELD. For purposes of clarity, these milestones are for development of LICENSED PRODUCTS or LICENSED PROCESSES that are NOT used in conjunction with an IDENTIFIED PRODUCT. Milestone – for clarity, “Indications” would be a diagnostic test for metastasis for breast cancers (Indication 1), prostate cancer (Indication 2), etc. Column A First Indication for each LICENSED PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Column B Each Additional Indication for each LICENSED PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Filing of IDE (or equivalent) $0 $0 First IDE (or equivalent) approval $25,000 $12,500 Approval of a LICENSED PRODUCT or LICENSED PROCESS $50,000 $25,000 First commercial sale of an approved LICENSED PRODUCT or LICENSED PROCESS in the DIAGNOSTIC FIELD $100,000 $50,000 Achievement of cumulative worldwide NET SALES of $ $25,000,000 of LICENSED PRODUCT or LICENSED PROCESS $125,000 $75,000 Annual worldwide NET SALES of LICENSED PRODUCT or LICENSED PROCESS equal to or greater than $ $25,000,000 (payable each year for **** years from the date of first commercial sale) $125,000 $100,000 For the convenience of the parties, in recognition of the value of the PATENT RIGHTS, and in the time it takes to bring LICENSED PRODUCTS and LICENSED PROCESSES to market, COMPANY agrees that COMPANY’s obligation to pay the milestone payments in Column A and Column B shall survive expiration or abandonment of all issued patents and filed patent applications within the PATENT RIGHTS as specified in Section 12.6(a); however, these payments shall only be due for **** after first commercial sale of the second LICENSED PRODUCT or LICENSED PROCESS For the purposes of clarity, the milestone payments due under “the Achievement of cumulative worldwide NET SALES of $ 25,000,000 $25,000,000” and the “Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $ 25,000,000 $25,000,000” described above shall be creditable against Running Royalties. If the first indication for a given LICENSED PRODUCT or LICENSED PROCESS does not reach all of the milestones in this section, then the other indications for that given LICENSED PRODUCT or LICENSED PROCESS will pay those milestone payments not paid in respect of any such LICENSED PRODUCT or LICENSED PROCESS until all of the milestones in Column A for both milestone groups have been paid one time at the rates set forth above.