Payment of Royalties; No Suspense Accounts; No Deferred Payments. To Seller’s Knowledge, there are no monies being held in suspense that are otherwise payable to Seller in respect of # any royalty payments, lease rentals, delay rentals, shut-in royalties or other payments under any of the Leases, or # the overriding royalty payments relating to the Overriding Royalty Interests. Seller owes no bonus, deferred purchase price or other acquisition costs, whether contingent or liquidated, on any of the Assets.

Deferred Payments. “Deferred Payments” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

To Seller’s Knowledge, there are no monies being held in suspense that are otherwise payable to Seller in respect of # any royalty payments, lease rentals, delay rentals, shut-in royalties or other payments under any of the Leases, or # the overriding royalty payments relating to the Overriding Royalty Interests. Seller owes no bonus, deferred purchase price or other acquisition costs, whether contingent or liquidated, on any of the Assets.

No Multiple Royalties. No multiple royalties will be due because any Licensed Product is Covered by more than one Valid Claim of the [[AstraZeneca:Organization]] Patents. In such case, Licensee shall pay only one Royalty at the applicable rate pursuant to Section 4.4.1, as adjusted pursuant to [Section 4.4.3], as applicable.

No Multiple Royalties. The rates set forth in [Section 4.3.1] shall not be modified for multiple Valid Claims Covering the applicable Licensed Product (i.e., the rates are the same whether it is one Valid Claim that Covers or if multiple Valid Claims Cover).

Deferred Payments. “Deferred Payments” means any severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, in each case, are or when considered together with any other severance payments or separation benefits are, considered deferred compensation under Section 409A.

To Seller’s Knowledge, there are no monies being held in suspense that are otherwise payable to Seller in respect of # any royalty payments, lease rentals, delay rentals, shut-in royalties or other payments under any of the Leases, or # the overriding royalty payments relating to the Overriding Royalty Interests. Seller owes no bonus, deferred purchase price or other acquisition costs, whether contingent or liquidated, on any of the Assets.

To Seller’s Knowledge, there are no monies being held in suspense that are otherwise payable to Seller in respect of # any royalty payments, lease rentals, delay rentals, shut-in royalties or other payments under any of the Leases, or # the overriding royalty payments relating to the Overriding Royalty Interests. Seller owes no bonus, deferred purchase price or other acquisition costs, whether contingent or liquidated, on any of the Assets.

Deferred Payments. “Deferred Payments” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered non qualified deferred compensation under Section 409A.

Payment of Royalties. Lilly shall pay Aduro royalties, on a Product-by-Product and country-by-country basis, on Net Sales of each Product in each Calendar Year (or partial Calendar Year), commencing with the First Commercial Sale of such Product in any country in the Territory and ending upon the last day of the last Royalty Term for such Product and country, at the following incremental rates: