Common use of ROYALTIES AND OTHER CONSIDERATION Clause in Contracts

ROYALTIES AND OTHER CONSIDERATION. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other consideration as follows: (a) as an initial license fee, within ten (10) days execution of the Original License Agreement, One Hundred Thousand Dollars ($100,000) and Fifty Thousand (50,000) fully-paid shares of Common Stock of LICENSEE, upon the terms set forth in the Stock Issuance Agreement attached hereto as Exhibit “B”, (plus the reimbursement of reasonable patent expenses incurred as of the effective date of the Original License Agreement); (b) within ten (10) days following the issuance of a United States patent [*] and which includes, inter alia, claims substantially identical to those identified as pending claims [*] in UNIVERSITY’s “Response to Office Action” dated October 3, 2001, a milestone payment of Fifty Thousand (50,000) Shares of fully-paid Common Stock of LICENSEE upon the terms set forth in Exhibit “B”; and (c) royalties in an amount equal to [*] percent ([*]%) of NET SALES determined in a manner consistent with Section 4.7, below. 4.2 Royalty payments pursuant to Section 4.1(c), above, shall be paid to UNIVERSITY in United States dollars and directed to the address set forth in Section 12 hereof within sixty (60) days after March 31, June 30, September 30 and December 31 of each calendar year during the term of this Agreement. LICENSEE shall have the right to reduce the royalty rate payable under Section 4.1(c) in any calendar quarter by [*] ([*]) of the royalty rate paid to any third party, by judgment, contract or otherwise, for the right to manufacture, use or sell any LICENSED PRODUCT in such calendar quarter; provided, however, that the royalty rate due UNIVERSITY hereunder shall in no event be reduced to less than [*] percent ([*]%) of NET SALES. 4.3 Commencing on the first anniversary of the effective date of the Original License Agreement, LICENSEE shall pay to UNIVERSITY a minimum annual royalty, which amount shall be creditable against royalties actually due to the UNIVERSITY with respect to NET SALES in such calendar year. The first such payment shall be One Hundred Thousand Dollars ($100,000). The amount of such annual payment shall increase each year by Twenty-Five Thousand Dollars ($25,000), up to a maximum of Two Hundred Fifty Thousand Dollars ($250,000) per year. 4.4 UNIVERSITY shall also receive: (i) [*] percent ([*]%) of all SUB-LICENSE REVENUES received by LICENSEE within the first twelve (12) months after the effective date of the Original License Agreement; (ii) [*] percent ([*]%) of all SUB-LICENSE REVENUES received more than twelve (12) months but fewer than twenty-four (24) months after the EFFECTIVE DATE OF THE Original License Agreement, and of such payments; and (iii) five percent (5%) of all SUB-LICENSE REVENUES received more than twenty-four (24) months after the Effective date of the Original License Agreement. 4.5 Payments pursuant to this Agreement which are overdue shall bear interest calculated from the due date until payment is received at the rate of eight percent (8%) per annum. 4.6 LICENSEE shall sell LICENSED PRODUCTS in the ordinary course to the UPMC Health System upon request solely for patient use and not for resale, at such price(s) and on such terms and conditions as such products of similar quantities are made available to similar health systems. For purposes of clarity , section 2.2 does not impose a restriction on University’s right to use the LICENSED PRODUCTS purchased from LICENSEE under this section 4.6 in the ordinary course for patient administration solely through the UPMC Health System. 4.7 NET SALES as to the VITAMIN D component of each LICENSED PRODUCT sold by LICENSEE shall be determined and reported by LICENSEE solely in the manner provided in this Section 4.7. Following the end of each calendar quarter, LICENSEE shall ascertain the gross sales of all VITAMIN D products sold by it during such calendar quarter, and calculate a “net sales” figure for all its sales of VITAMIN D in such calendar quarter by deducting from its gross sales figure those items reflected in subsections (a) through (d) of Section 1. 5, above (the “VITAMIN D NET”). From the VITAMIN D NET, LICENSEE shall deduct the gross invoiced amount of all sales of VITAMIN D by LICENSEE during such calendar quarter which LICENSEE can demonstrate, by reference to data published by IMS or a comparably reputable objective source, was directly attributable to use of VITAMIN D other than in conjunction with a cytotoxic agent which would otherwise violate the PATENT RIGHTS, i.e. sales of VITAMIN D for monotherapy and sales of VITAMIN D for use in combination with other compounds where such compound is not covered by claims of the PATENT RIGHTS. The result of this calculation shall be considered the NET SALES as to the VITAMIN D component of a LICENSED PRODUCT by LICENSEE for purposes of this -Agreement.

ROYALTIES AND OTHER CONSIDERATION. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other consideration as follows: (a) as an initial license fee, within ten (10) days execution of the Original License Agreement, One Hundred Thousand Dollars ($100,000) and Fifty Thousand (50,000) 50,000 fully-paid shares of Common Stock of LICENSEE, upon the terms set forth in the Stock Issuance Agreement attached hereto as Exhibit “B”, (plus the reimbursement of reasonable patent expenses incurred as of the effective date of the Original License AgreementEffective Date); (b) within ten (10) days following the issuance of a United States patent claiming priority from U.S. Patent [*] and which includes, inter alia, claims substantially identical to those identified as pending claims [*] in UNIVERSITY’s “Response to Office Action” dated October 3, 2001, a milestone payment of Fifty Thousand (50,000) 50,000 Shares of fully-paid Common Stock of LICENSEE upon the terms set forth in Exhibit “B”; and (c) royalties in an amount equal to [*] percent ([*]%) of NET SALES determined in a manner consistent with Section 4.7, below. 4.2 Royalty payments pursuant to Section 4.1(c), above, shall be paid to UNIVERSITY in United States dollars and directed to the address set forth in Section 12 hereof within sixty (60) days after March 31, June 30, September 30 and December 31 of each calendar year during the term of this Agreement. LICENSEE shall have the right to reduce the royalty rate payable under Section 4.1(c) in any calendar quarter by [*] ([*]) of the royalty rate paid to any third party, by judgment, contract or otherwise, for the right to manufacture, use or sell any LICENSED PRODUCT in such calendar quarter; provided, however, that the royalty rate due UNIVERSITY hereunder shall in no event be reduced to less than [*] percent ([*]%) of NET SALES. 4.3 Commencing on the first anniversary of the effective date of the Original License AgreementEffective Date, LICENSEE shall pay to UNIVERSITY a minimum annual royalty, which amount shall be creditable against royalties actually due to the UNIVERSITY with respect to NET SALES in such calendar year. The first such payment shall be One Hundred Thousand Dollars ($100,000). The amount of such annual payment shall increase each year by Twenty-Five Thousand Dollars ($25,000), up to a maximum of Two Hundred Fifty Thousand Dollars ($250,000) per year. 4.4 UNIVERSITY shall also receive: (i) [*] percent ([*]%) of all SUB-LICENSE REVENUES received by LICENSEE within the first twelve (12) months after the effective date of the Original License AgreementEffective Date; (ii) [*] percent ([*]%) of all SUB-LICENSE REVENUES received more than twelve (12) months but fewer than twenty-four (24) months after the EFFECTIVE DATE OF THE Original License AgreementDATE, and of such payments; and (iii) five [*] percent (5[*]%) of all SUB-LICENSE REVENUES received more than twenty-four (24) months after the Effective date of the Original License AgreementDate. 4.5 Payments pursuant to this Agreement which are overdue shall bear interest calculated from the due date until payment is received at the rate of eight percent (8%) per annum. 4.6 LICENSEE shall sell LICENSED PRODUCTS in the ordinary course to the UPMC Health System UNIVERSITY and its AFFILIATES upon request solely for patient use and not for resale, at such price(s) and on such terms and conditions as such products of similar quantities are made available to similar health systems. For purposes of clarity , section 2.2 does not impose a restriction on UniversityLICENSEE’s right to use the LICENSED PRODUCTS purchased from LICENSEE under this section 4.6 in the ordinary course for patient administration solely through the UPMC Health Systemmost favored commercial customer. 4.7 NET SALES as to the VITAMIN D component of each LICENSED PRODUCT sold by LICENSEE shall be determined and reported by LICENSEE solely in the manner provided in this Section 4.7. Following the end of each calendar quarter, LICENSEE shall ascertain the gross sales of all VITAMIN D products sold by it during such calendar quarter, and calculate a “net sales” figure for all its sales of VITAMIN D in such calendar quarter by deducting from its gross sales figure those items reflected in subsections (a) through (d) of of Section 1. 51.5, above (the “VITAMIN D NET”). From the VITAMIN D NET, LICENSEE shall deduct the gross invoiced amount of all sales of VITAMIN D by LICENSEE during such calendar quarter which LICENSEE can demonstrate, by reference to data published by IMS or a comparably reputable objective source, was directly attributable to use of VITAMIN D other than in conjunction with a cytotoxic agent which would otherwise violate the PATENT RIGHTS, i.e. sales of VITAMIN D for monotherapy and sales of VITAMIN D for use in combination with other compounds where such compound is not covered by claims of the PATENT RIGHTS. The result of this calculation shall be considered the NET SALES SAT ES as to the VITAMIN D component of a LICENSED PRODUCT by LICENSEE for purposes of this -Agreement- Agreement.

ROYALTIES AND OTHER CONSIDERATION. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other consideration as follows: (a) as an initial license fee, within ten (10) days execution of the Original License Agreement, One Hundred Thousand [*] Dollars ($100,000[*]) and Fifty Thousand (50,000) [*] fully-paid shares of Common Stock of LICENSEE, upon the terms set forth in the Stock Issuance Agreement attached hereto as Exhibit “B”, (plus the reimbursement of reasonable patent expenses incurred as of the effective date of the Original License AgreementEffective Date); (b) within ten (10) days following the issuance of a United States patent claiming priority from U.S. Patent [*] and which includes, inter alia, claims substantially identical to those identified as pending claims [*] in UNIVERSITY’s “Response to Office Action” dated October 3, 2001, a milestone payment of Fifty Thousand (50,000) [*] Shares of fully-paid Common Stock of LICENSEE upon the terms set forth in Exhibit “B”; and (c) royalties in an amount equal to [*] percent ([*]%) of NET SALES determined in a manner consistent with Section 4.7, below. 4.2 Royalty payments pursuant to Section 4.1(c), above, shall be paid to UNIVERSITY in United States dollars and directed to the address set forth in Section 12 hereof within sixty (60) days after March 31, June 30, September 30 and December 31 of each calendar year during the term of this Agreement. LICENSEE shall have the right to reduce the royalty rate payable under Section 4.1(c) in any calendar quarter by [*] ([*]) of the royalty rate paid to any third party, by judgment, contract or otherwise, for the right to manufacture, use or sell any LICENSED PRODUCT in such calendar quarter; provided, however, that the royalty rate due UNIVERSITY hereunder shall in no event be reduced to less than [*] percent ([*]%) of NET SALES. 4.3 Commencing on the first anniversary of the effective date of the Original License AgreementEffective Date, LICENSEE shall pay to UNIVERSITY a minimum annual royalty, which amount shall be creditable against royalties actually due to the UNIVERSITY with respect to NET SALES in such calendar year. The first such payment shall be One Hundred Thousand [*] Dollars ($100,000[*]). The amount of such annual payment shall increase each year by Twenty-Five Thousand [*] Dollars ($25,000[*]), up to a maximum of Two Hundred Fifty Thousand [*] Dollars ($250,000) [*)] per year. 4.4 UNIVERSITY shall also receive: (i) [*] percent ([*]%) of all SUB-LICENSE REVENUES received by LICENSEE within the first twelve (12) months after the effective date of the Original License AgreementEffective Date; (ii) [*] percent ([*]%) of all SUB-LICENSE REVENUES received more than twelve (12) months but fewer than twenty-four (24) months after the EFFECTIVE DATE OF THE Original License AgreementDATE, and of such payments; and (iii) five [*] percent (5[*]%) of all SUB-LICENSE REVENUES received more than twenty-four (24) months after the Effective date of the Original License AgreementDate. 4.5 Payments pursuant to this Agreement which are overdue shall bear interest calculated from the due date until payment is received at the rate of eight percent (8%) per annum. 4.6 LICENSEE shall sell LICENSED PRODUCTS in the ordinary course to the UPMC Health System UNIVERSITY and its AFFILIATES upon request solely for patient use and not for resale, at such price(s) and on such terms and conditions as such products of similar quantities are made available to similar health systems. For purposes of clarity , section 2.2 does not impose a restriction on UniversityLICENSEE’s right to use the LICENSED PRODUCTS purchased from LICENSEE under this section 4.6 in the ordinary course for patient administration solely through the UPMC Health Systemmost favored commercial customer. 4.7 NET SALES as to the VITAMIN D component of each LICENSED PRODUCT sold by LICENSEE shall be determined and reported by LICENSEE solely in the manner provided in this Section 4.7. Following the end of each calendar quarter, LICENSEE shall ascertain the gross sales of all VITAMIN D products sold by it during such calendar quarter, and calculate a “net sales” figure for all its sales of VITAMIN D in such calendar quarter by deducting from its gross sales figure those items reflected in subsections (a) through (d) of of Section 1. 51.5, above (the “VITAMIN D NET”). From the VITAMIN D NET, LICENSEE shall deduct the gross invoiced amount of all sales of VITAMIN D by LICENSEE during such calendar quarter which LICENSEE can demonstrate, by reference to data published by IMS or a comparably reputable objective source, was directly attributable to use of VITAMIN D other than in conjunction with a cytotoxic agent which would otherwise violate the PATENT RIGHTS, i.e. sales of VITAMIN D for monotherapy and sales of VITAMIN D for use in combination with other compounds where such compound is not covered by claims of the PATENT RIGHTS. The result of this calculation shall be considered the NET SALES SAT ES as to the VITAMIN D component of a LICENSED PRODUCT by LICENSEE for purposes of this -Agreement- Agreement.

ROYALTIES AND OTHER CONSIDERATION. 4.1 5.1 In partial consideration of the rights, privileges and license licenses to be granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other consideration as follows:to OXiGENE pursuant to Section 4.1 hereof, (a) as an initial license feeOXiGENE shall reimburse University for all reasonable expenses incurred in the filing and/or prosecution of Patent Rights prior to the Effective Date, which amount is $35,534.89; and (b) OXiGENE shall pay to University $120,449.34 in order to fulfill all funding obligations under the Superseded Agreements existing prior to the Effective Date, which in each case will be paid by OXiGENE within ten (10) days execution of the Original License Agreement, One Hundred Thousand Dollars ($100,000) and Fifty Thousand (50,000) fully-paid shares of Common Stock of LICENSEE, upon the terms set forth in the Stock Issuance Agreement attached hereto as Exhibit “B”, (plus the reimbursement of reasonable patent expenses incurred as of the effective date of the Original License Agreement); (b) within ten (10) days following the issuance of a United States patent [*] and which includes, inter alia, claims substantially identical to those identified as pending claims [*] in UNIVERSITY’s “Response to Office Action” dated October 3, 2001, a milestone payment of Fifty Thousand (50,000) Shares of fully-paid Common Stock of LICENSEE upon the terms set forth in Exhibit “B”; andEffective Date. (c) royalties in an amount equal to [*] percent ([*]%) of NET SALES determined in a manner consistent with Section 4.7, below. 4.2 Royalty payments pursuant to Section 4.1(c), above, shall be paid to UNIVERSITY in United States dollars and directed to the address set forth in Section 12 hereof within sixty (60) days after March 31, June 30, September 30 and December 31 of each calendar year during the term of this Agreement. LICENSEE shall have the right to reduce the royalty rate payable under Section 4.1(c) in any calendar quarter by [*] ([*]) of the royalty rate paid to any third party, by judgment, contract or otherwise, for the right to manufacture, use or sell any LICENSED PRODUCT in such calendar quarter; provided, however, that the royalty rate due UNIVERSITY hereunder shall in no event be reduced to less than [*] percent ([*]%) of NET SALES. 4.3 Commencing on the first anniversary of the effective date of the Original License Agreement, LICENSEE OXiGENE shall pay to UNIVERSITY University a minimum annual royaltylicense fee of $50,000, which amount shall be creditable against royalties actually fees due to University pursuant to Section 5.2 below. 5.2 In partial consideration of the UNIVERSITY licenses granted to OXiGENE under this Agreement, OXiGENE shall pay the University (a) a royalty of three percent (3%) on the Net Sales of all Products covered by a claim contained in a pending or issued Existing Patent Right, and no other Patent Right, on a country-by-country basis, and (b) a royalty of one and one-half percent (1.5%) on the Net Sales of all Products covered by a claim contained in a pending or issued Patent Right on Joint Intellectual Property and not covered by a claim contained in a Patent Right other than an Existing Patent Right (i.e., all Products not covered in Section 5.1(a) above), on a country-by-country basis. 5.3 In the event that OXiGENE enters into a sublicense of Patent Rights under Paragraph 4.3 of Article IV, OXiGENE shall also pay to the University (a) three percent (3%) of any license fees or milestone payments received under a sublicense of only Existing Patent Rights and no other Patent Rights with respect to NET SALES the sale by the sublicensee of Products covered by a pending or issued claim contained in an Existing Patent Right, and no other Patent Right, and (b) one and one-half percent (1.5%) of any license fees or milestone payments received under a sublicense of Patent Rights with respect to the sale by the sublicensee of Products not covered by 5.2(a) above. OXiGENE shall pay the royalty amounts set forth in Section 5.2 with respect to Net Sales of Products by any sublicensees of Patent Rights; provided, however, that in no event shall OXiGENE be required to pay to University more than fifty percent (50%) of any royalty amounts it receives on Net Sales of Products by such calendar yearsublicensees in any country. The first Funds received by OXiGENE from a sublicensee for research to be conducted by OXiGENE, for licenses under other intellectual property rights of OXiGENE, or for equity investments in OXiGENE will not be treated as license fees or milestone payments for such purposes. 5.4 In the event that OXiGENE makes a payment to one or more third parties for licenses to biological materials, patent rights, or know-how which OXiGENE reasonably believes is necessary or proper to commercialize a Product, the payments due under Section 5.2 shall be One Hundred Thousand Dollars reduced by the amount of payments made to said third parties; provided however, that the royalty from OXiGENE to the University shall not be reduced by such reduction to less than fifty percent (50%) of the amounts that would otherwise have been due in any period pursuant to the provisions of Sections 5.2 and 5.3 in the absence of such payments to said third parties. 5.5 Commencing in the first calendar year in which no research funding is provided to University pursuant to Article 2 hereof, OXiGENE shall pay to University a minimum annual royalty of $20,000 per year ($100,00040,000 if Patent Rights stemming from two or more independent U.S. Patent Applications are included in the license granted hereunder) for the life of the Patent Rights (the “Minimum Annual Royalty”). The amount Minimum Annual Royalty shall be paid to University by March 31 of the calendar year following the year in which the Minimum Annual Royalty accrued, and any royalties or amounts pursuant to Section 5.2 or 5.3 actually paid for the calendar year in which such annual payment Minimum Annual Royalty accrued shall increase each year by Twentybe creditable against it. 5.6 Only one royalty will be paid with respect to any particular Product, regardless of the number of inventions within the claims of Patent Rights which are included therein. 5.7 In the event OXiGENE or a sublicensee of OXiGENE incurs expenses in judicial or administrative proceedings based upon allegations of infringement of third-Five Thousand Dollars ($25,000)party patents or know-how as a result of the sale of Products or in the enforcement or defense of patents or technology licensed hereunder, OXiGENE may withhold up to a maximum of Two Hundred Fifty Thousand Dollars ($250,000) per year. 4.4 UNIVERSITY shall also receive: (i) [*] fifty percent ([*]50%) of all SUBthe royalties due hereunder for the calendar year in which the expenses are incurred, and apply the same toward reimbursement of its expenses in connection therewith. 5.8 In the event that any academic collaborator of any Principal Investigator who is provided material pursuant to Section 12.2 is named as a co-LICENSE REVENUES received by LICENSEE within inventor of any Patent Right, University shall use its best efforts to obtain the first twelve (12) months after exclusive right to license such Patent Right from the effective date of the Original License Agreement; (ii) [*] percent ([*]%co-owner(s) of all SUB-LICENSE REVENUES received more any such Patent Right and shall ensure that no fees other than twelve (12) months but fewer than twenty-four (24) months after the EFFECTIVE DATE OF THE Original License Agreement, and of such payments; and (iii) five percent (5%) of all SUB-LICENSE REVENUES received more than twenty-four (24) months after the Effective date of the Original License Agreement. 4.5 Payments pursuant to this Agreement which are overdue shall bear interest calculated from the due date until payment is received at the rate of eight percent (8%) per annum. 4.6 LICENSEE shall sell LICENSED PRODUCTS in the ordinary course to the UPMC Health System upon request solely for patient use and not for resale, at such price(s) and on such terms and conditions as such products of similar quantities are made available to similar health systems. For purposes of clarity , section 2.2 does not impose a restriction on University’s right to use the LICENSED PRODUCTS purchased from LICENSEE under this section 4.6 in the ordinary course for patient administration solely through the UPMC Health System. 4.7 NET SALES as to the VITAMIN D component of each LICENSED PRODUCT sold by LICENSEE those set forth herein shall be determined and reported by LICENSEE solely in the manner provided in this Section 4.7. Following the end due from OXiGENE with respect to OXiGENE’s exercise of each calendar quarter, LICENSEE shall ascertain the gross sales of all VITAMIN D products sold by it during its license hereunder with respect to any such calendar quarter, and calculate a “net sales” figure for all its sales of VITAMIN D in such calendar quarter by deducting from its gross sales figure those items reflected in subsections (a) through (d) of Section 1. 5, above (the “VITAMIN D NET”). From the VITAMIN D NET, LICENSEE shall deduct the gross invoiced amount of all sales of VITAMIN D by LICENSEE during such calendar quarter which LICENSEE can demonstrate, by reference to data published by IMS or a comparably reputable objective source, was directly attributable to use of VITAMIN D other than in conjunction with a cytotoxic agent which would otherwise violate the PATENT RIGHTS, i.e. sales of VITAMIN D for monotherapy and sales of VITAMIN D for use in combination with other compounds where such compound is not covered by claims of the PATENT RIGHTS. The result of this calculation shall be considered the NET SALES as to the VITAMIN D component of a LICENSED PRODUCT by LICENSEE for purposes of this -AgreementPatent Rights.

ROYALTIES AND OTHER CONSIDERATION. 4.1 In consideration of the rights, privileges and license granted by UNIVERSITY hereunder, LICENSEE shall pay royalties and other consideration as follows: (a) as an initial license fee, within ten (10) days execution of the Original License Agreement, One Hundred Thousand Dollars ($100,000) and Fifty Thousand (50,000) 50,000 fully-paid shares of Common Stock of LICENSEE, upon the terms set forth in the Stock Issuance Agreement attached hereto as Exhibit “B”, (plus the reimbursement of reasonable patent expenses incurred as of the effective date of the Original License AgreementEffective Date); (b) within ten (10) days following the issuance of a United States patent claiming priority from U.S. Patent [*] and which includes, inter alia, claims substantially identical to those identified as pending claims [*] in UNIVERSITY’s “Response to Office Action” dated October 3, 2001, a milestone payment of Fifty Thousand (50,000) 50,000 Shares of fully-paid Common Stock of LICENSEE upon the terms set forth in Exhibit “B”; and (c) royalties in an amount equal to [*] percent ([*]%) of NET SALES determined in a manner consistent with Section 4.7, below. 4.2 Royalty payments pursuant to Section 4.1(c), above, shall be paid to UNIVERSITY in United States dollars and directed to the address set forth in Section 12 hereof within sixty (60) days after March 31, June 30, September 30 and December 31 of each calendar year during the term of this Agreement. LICENSEE shall have the right to reduce the royalty rate payable under Section 4.1(c) in any calendar quarter by [*] ([*]) of the royalty rate paid to any third party, by judgment, contract or otherwise, for the right to manufacture, use or sell any LICENSED PRODUCT in such calendar quarter; provided, however, that the royalty rate due UNIVERSITY hereunder shall in no event be reduced to less than [*] percent ([*]%) of NET SALES. 4.3 Commencing on the first anniversary of the effective date of the Original License AgreementEffective Date, LICENSEE shall pay to UNIVERSITY a minimum annual royalty, which amount shall be creditable against royalties actually due to the UNIVERSITY with respect to NET SALES in such calendar year. The first such payment shall be One Hundred Thousand [*] Dollars ($100,000[*]). The amount of such annual payment shall increase each year by Twenty-Five Thousand [*] Dollars ($25,000[*]), up to a maximum of Two Hundred Fifty Thousand [*] Dollars ($250,000) [*)] per year. 4.4 UNIVERSITY shall also receive: (i) [*] percent ([*]%) of all SUB-LICENSE REVENUES received by LICENSEE within the first twelve (12) months after the effective date of the Original License AgreementEffective Date; (ii) [*] percent ([*]%) of all SUB-LICENSE REVENUES received more than twelve (12) months but fewer than twenty-four (24) months after the EFFECTIVE DATE OF THE Original License AgreementDATE, and of such payments; and (iii) five [*] percent (5[*]%) of all SUB-LICENSE REVENUES received more than twenty-four (24) months after the Effective date of the Original License AgreementDate. 4.5 Payments pursuant to this Agreement which are overdue shall bear interest calculated from the due date until payment is received at the rate of eight percent (8%) per annum. 4.6 LICENSEE shall sell LICENSED PRODUCTS in the ordinary course to the UPMC Health System UNIVERSITY and its AFFILIATES upon request solely for patient use and not for resale, at such price(s) and on such terms and conditions as such products of similar quantities are made available to similar health systems. For purposes of clarity , section 2.2 does not impose a restriction on UniversityLICENSEE’s right to use the LICENSED PRODUCTS purchased from LICENSEE under this section 4.6 in the ordinary course for patient administration solely through the UPMC Health Systemmost favored commercial customer. 4.7 NET SALES as to the VITAMIN D component of each LICENSED PRODUCT sold by LICENSEE shall be determined and reported by LICENSEE solely in the manner provided in this Section 4.7. Following the end of each calendar quarter, LICENSEE shall ascertain the gross sales of all VITAMIN D products sold by it during such calendar quarter, and calculate a “net sales” figure for all its sales of VITAMIN D in such calendar quarter by deducting from its gross sales figure those items reflected in subsections (a) through (d) of of Section 1. 51.5, above (the “VITAMIN D NET”). From the VITAMIN D NET, LICENSEE shall deduct the gross invoiced amount of all sales of VITAMIN D by LICENSEE during such calendar quarter which LICENSEE can demonstrate, by reference to data published by IMS or a comparably reputable objective source, was directly attributable to use of VITAMIN D other than in conjunction with a cytotoxic agent which would otherwise violate the PATENT RIGHTS, i.e. sales of VITAMIN D for monotherapy and sales of VITAMIN D for use in combination with other compounds where such compound is not covered by claims of the PATENT RIGHTS. The result of this calculation shall be considered the NET SALES SAT ES as to the VITAMIN D component of a LICENSED PRODUCT by LICENSEE for purposes of this -Agreement- Agreement.