Basis for Royalty. This Section 9.4 is intended to provide for payments to [[Cytokinetics:Organization]] equal to the percentages of Net Sales set forth in this Section 9.4 for the duration of the Royalty Term. In establishing this payment structure, the Parties recognize, and Ji Xing acknowledges, the substantial value of the various actions and investments undertaken by [[Cytokinetics:Organization]] prior to the Effective Date and that [[Cytokinetics:Organization]] will undertake under this Agreement, and that the value of the [[Cytokinetics:Organization]] Licensed IP licensed to Ji Xing hereunder resides substantially in [[Cytokinetics:Organization]] Know-How. As a result, the Parties attribute such value to [[Cytokinetics:Organization]]’ leading proprietary knowledge in the subject matter, including trade secrets, preclinical and clinical data pertaining to the Compound and Product, and regulatory filings made by [[Cytokinetics:Organization]] prior to the Effective Date, in each case created or generated by [[Cytokinetics:Organization]] through the expenditure of significant resources and as a result of [[Cytokinetics:Organization]]’ unique innovative capabilities. The Parties agree that because [[Cytokinetics:Organization]] is not separately compensated under this Agreement for such additional benefits, the royalties set forth above are appropriate for the duration of the Royalty Term. The Parties have agreed to the payment structure set forth herein as a convenient and fair mechanism for both Parties in order to compensate [[Cytokinetics:Organization]] for these additional benefits as part of the overall consideration for [[Cytokinetics:Organization]] to enter into this Agreement.

Basis for Royalty. This 1">Section1">[Section 9.3">43">4] is intended to provide for payments to [[Cytokinetics:Organization]] equal to the percentages of Net Sales set forth in this 5">Section5">[Section 9.7">47">4] for the duration of the Royalty Term. In establishing this payment structure, the Parties recognize, and Ji Xing acknowledges, the substantial value of the various actions and investments undertaken by [[Cytokinetics:Organization]] prior to the Effective Date and that [[Cytokinetics:Organization]] will undertake under this Agreement, and that the value of the [[Cytokinetics:Organization]] Licensed IP licensed to Ji Xing hereunder resides substantially in [[Cytokinetics:Organization]] Know-How. As a result, the Parties attribute such value to [[Cytokinetics:Organization]]’ leading proprietary knowledge in the subject matter, including trade secrets, preclinical and clinical data pertaining to the Compound and Product, and regulatory filings made by [[Cytokinetics:Organization]] prior to the Effective Date, in each case created or generated by [[Cytokinetics:Organization]] through the expenditure of significant resources and as a result of [[Cytokinetics:Organization]]’ unique innovative capabilities. The Parties agree that because [[Cytokinetics:Organization]] is not separately compensated under this Agreement for such additional benefits, the royalties set forth above are appropriate for the duration of the Royalty Term. The Parties have agreed to the payment structure set forth herein as a convenient and fair mechanism for both Parties in order to compensate [[Cytokinetics:Organization]] for these additional benefits as part of the overall consideration for [[Cytokinetics:Organization]] to enter into this Agreement.