Fees Nonrefundable. All fees payable under this Section 2.8 shall be fully earned on the date paid and nonrefundable.

Fees Nonrefundable. All fees payable under this Section 2.9 shall be fully earned on the date paid and nonrefundable.

Fees Nonrefundable. All fees payable under this Section 2.8 shall be fully earned on the date paid and nonrefundable.

Earned Royalty. As further consideration for the rights granted under this Agreement and activities agreed under this Agreement and the Research Agreement, Licensee will pay to Institute the following earned non-refundable, non-creditable royalty on Net Sales of Licensed Products (“Earned Royalty”):

Earned Amounts. The Earned Compensation (as defined below) shall be paid within thirty (30) days following the Termination Date, or if any part thereof constitutes a bonus which is subject to or conditioned upon any performance conditions, within thirty (30) days following the determination that such conditions have been met, provided that in no event shall the bonus be paid later than ninety (90) days following the Termination Date.

Earned Units. In the event of a Change in Control that occurs prior to the third anniversary of the Grant Date, subject to the Participant’s continued Service as of immediately prior to the Change in Control:

Earned Percentage. Except as provided in Section 3(e) hereof, the Restricted Stock Units shall be earned based on achievement of the Milestone Metrics Earned Percentage, as determined from the relevant table below. For the avoidance of doubt, if the same Milestone Metric satisfies more than one level of performance as set forth in the table below during the Performance Period, the Milestone Metrics Earned Percentage for such Milestone Metric shall be determined using the greatest level of achievement.

Earned Royalties. During the applicable Royalty Term, Bausch Health shall make quarterly non-refundable, non-creditable (provided that specified costs incurred by Bausch Health pursuant to [Section 4.1(a)], [Section 4.3] or [Section 8.2(e)] may be credited against such payments, as described in [Section 4.1(a)], [Section 4.3] or [Section 8.2(e)], as the case may be) royalty payments to Clearside on Net Sales of all Products sold in the Original Territory or the Additional Regions, as applicable, during the applicable Calendar Quarter, as calculated by multiplying the applicable royalty rate set forth below by the corresponding amount of Net Sales of all such Products sold in the Original Territory or the Additional Regions, as applicable, for such Calendar Quarter. Notwithstanding the foregoing, no such royalties shall be due or payable by Bausch Health on the first Forty-Five Million Dollars ($45,000,000) of aggregate Net Sales of all Products in the Original Territory, calculated on a cumulative (and not annual) basis. Once cumulative Net Sales on all Products in the Original Territory achieves Forty-Five Million Dollars ($45,000,000), royalties will then be calculated as follows with respect to Net Sales of Products in the Original Territory: # on Net Sales of each XIPERE Product in the Original Territory, and the applicable royalty rates below for XIPERE Products will be applied, and # on Net Sales of each Other Product in the Original Territory, and the royalty rate below for Other Products will be applied.

Earned Units. Except as specifically provided in Section 3, the number of Units subject to this Award that the Participant will be deemed to have earned (“Earned Units”) and that are eligible for vesting as of the Vesting Date will be determined by the extent to which the Company has satisfied the performance-based objectives for the Performance Period ending on the Determination Date as set forth in [Appendix A] to this Agreement, but subject to any adjustment as described in [Appendix A]. The portion of the Units subject to this Award that will be deemed Earned Units as of the Vesting Date during the Vesting Period will be determined according to the formula specified in [Appendix A] (subject to any adjustment described therein), but in no event will the cumulative number of Units that are deemed Earned Units exceed the Maximum Number of Units. Any Units that are not earned and do not vest as of the Vesting Date will be forfeited. Notwithstanding any contrary provision of this Agreement, the Committee, in its sole discretion, may reduce the number of Earned Units that would otherwise be deemed vested as of the Vesting Date in recognition of such performance or other factors that the Committee deems relevant.

Earned Royalties. During the applicable Royalty Term, Bausch Health shall make quarterly non-refundable, non-creditable (provided that specified costs incurred by Bausch Health pursuant to [Section 4.1(a)], Section 4.3 or [Section 8.2(e)] may be credited against such payments, as described in [Section 4.1(a)], Section 4.3 or [Section 8.2(e)], as the case may be) royalty payments to Clearside on Net Sales of all Products sold in the Territory during the applicable Calendar Quarter, as calculated by multiplying the applicable royalty rate set forth below by the corresponding amount of Net Sales of all such Products sold in the Territory for such Calendar Quarter. Notwithstanding the foregoing, no such royalties shall be due or payable by Bausch Health on the first Thirty Million Dollars ($30,000,000) of aggregate Net Sales of all Products, calculated on a cumulative (and not annual) basis. Once cumulative Net Sales on all Products in the Territory achieves Thirty Million Dollars ($30,000,000), royalties will then be calculated as follows: # on Net Sales of each XIPERE Product, and the applicable royalty rates below for XIPERE Products will be applied, and # on Net Sales of each Other Product, and the royalty rate below for Other Products will be applied.