Any indemnity payment made by RKDA to BIOX Indemnitees, on the one hand, or by BIOX to RKDA Indemnitees, on the other hand, pursuant to this Article 6 in respect of any claim shall be reduced by an amount equal to # any insurance proceeds actually received by the Indemnified Party from any third party insurer minus # expenses and reasonable attorneys’ fees relating to or resulting from the recovery of such proceeds.

Maximum Payment Adjustments. In no event will the royalty rate applicable to any Product in a given Calendar Quarter be less than ​ as a result of the aggregate reductions permitted pursuant to [Section 6.4.4(a)] (Expiration of Valid Claims), [Section 6.4.4(b)] (Biosimilar Competition) and [Section 6.4.4(c)] (Third Party Payments).

Upon the terms and subject to the conditions hereinafter set forth, in consideration of the delivery by Seller of the Acquired Interests, at the Closing, Purchaser shall pay to Seller an amount equal to the Base Purchase Price, plus the Estimated Aggregate Net Working Capital Adjustment Amount (the “Closing Purchase Price”).

Payment Adjustments. If new information becomes available after the close of a Fiscal Quarter under the process described in [Section 6.2.1] that would adjust the amount of recognized Net Sales or payments under this Agreement, such adjustments shall be made in the Fiscal Quarter they become available. Additions or deductions in payments resulting from any adjustments shall be applied to the next regularly scheduled quarterly payment.

Maximum Payment Adjustments. ​, in no event will the adjustments under [Section 7.5(e)(i)], [Section 7.5(e)(ii)], and [Section 7.5(e)(iii)] taken together reduce the royalties due to Cyclerion in a country ​ with respect to a Product by more than ​ of the amount that would have been due ​ for such Product in such country but for the application of the reductions in this [Section 7.5(e)] (the “Reduction Floor”); provided that ​.

Royalty Payment Adjustments. The following will apply to all royalties paid pursuant to Section 6.2(a) (Royalty Rate):

Adjustments. If the Servicer, directly or through a Subservicer, makes # a deposit into the Collection Account in respect of a collection of a Receivable and such collection was received by the Servicer in the form of a check that is not honored for any reason or # a mistake with respect to the amount of any collection and deposits an amount that is less than or more than the actual amount of such collection, the Servicer shall appropriately adjust the amount

Payment Adjustments. If new information becomes available after the close of a ​ under the process described in Section 6.4.1 that would adjust the amount of recognized Net Sales or payments under this Agreement, such adjustments shall be made in the ​ they become available. Additions and deductions in payments resulting from any adjustments shall be applied to the next regularly scheduled ​ payment.

Adjustments. If the Servicer, directly or through a Subservicer, makes # a deposit into the Collection Account in respect of a collection of a Receivable and such collection was received by the Servicer in the form of a check that is not honored for any reason or # a mistake with respect to the amount of any collection and deposits an amount that is less than or more than the actual amount of such collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Payment Adjustments. In the event that the actual funding paid to Apellis by SFJ hereunder (including any additional amounts paid by SFJ pursuant to Section 4.3) is lower or greater than One Hundred Twenty Million U.S. Dollars ($120,000,000.00), the Approval Payments will be multiplied by a fraction, the numerator of which is equal to such actual funding paid to Apellis by SFJ hereunder and the denominator of which is equal to One Hundred Twenty Million U.S. Dollars ($120,000,000.00). In the event that SFJ pays to Apellis the Additional SFJ Funding in accordance with Section 4.3, for purposes of the foregoing adjustment, ​ of such Additional SFJ Funding shall be allocated to the calculation of the US Approval Payments and ​ of such Additional SFJ Funding shall be allocated to the calculation of the EU Approval Payments. If Apellis obtains Regulatory Approval based on data from the PRINCE Trial after a termination of this Agreement pursuant to [Section 14.2.3], then, for purposes of [Section 14.3.3], the Approval Payment schedule set forth above in Section 6.1 shall be replaced in its entirety with a royalty (the “PRINCE-Only Royalty”) equal to ​, which royalty shall be payable until the earlier of such time as the cumulative royalty amounts paid by Apellis to SFJ reach three hundred ninety million dollars ($390,000,000) or such time as Apellis and its Affiliates, licensees, sublicensees and transferees have permanently discontinued all Commercialization of systemic formulations of the Product. For purposes of the foregoing royalty formula, ​.