Minimum Annual Royalty. For the period comprising the first four calendar quarters commencing after the Effective Date and for each subsequent period comprising the first four calendar quarters commencing after every anniversary of the Effective Date during the Term, Assignee shall pay to Assignor a minimum annual royalty payment of €[…​…]provided that Assignee may deduct from such minimum annual royalty payment any royalty payments paid to Assignor pursuant to Section 3.4 on sales in such four calendar quarters. Each minimum annual royalty payment, to the extent not reduced to zero by the deductions above shall be due and payable within […​…] after the end of the fourth calendar quarter for each period, together with any royalty due pursuant to Section 3.4 on sales in the fourth calendar quarter.

Subject to Section 6.3.2(c), beginning in the first Calendar Quarter during the Royalty Term for a particular Licensed Product in a country in the Territory for which there is no Valid Claim of a UroGen Patent that Covers such Licensed Product in such country and continuing for the remainder of the Royalty Term for such Licensed Product in such country, the applicable royalty in effect with respect to such Licensed Product in such country shall be reduced to ​ of the royalty rates set forth in Section 6.3.1. For clarity, for any particular Licensed Product in any particular country, in the event any pending patent application within any UroGen Patent issues during the Royalty Term but after the royalty reduction under this Section 6.3.2(b) has been triggered, the claims in such pending application shall be deemed “Valid Claims” for the purpose of calculating the Royalty Term for such Licensed Product in such country, but shall not result in the reversal of the royalty rate reduction for such Licensed Product in such country under this Section 6.3.2(b).

Royalties shall be payable with respect to a Licensed Product and a country during the applicable Royalty Term for such Licensed Product in such country. Notwithstanding the foregoing, in the event that during any period of the Royalty Term for a Licensed Product in a country no Valid Claim Covers the manufacture, use, offer for sale, sale or importation of such Licensed Product in such country, then the royalty rate for such Licensed Product in such country shall be reduced to ​ percent (​) for such period during the Royalty Term.

Term. This Agreement commences on the Effective Date and shall, subject to any earlier termination pursuant to this Section 12, expire on the later of the # end of the Research Term or # last to expire of any Legacy Royalty Term or Primary Royalty Term, provided that upon such expiration of this Agreement, # Legacy and its Affiliates shall have the perpetual, irrevocable fully-paid, royalty-free right, with rights of sublicense, to make, have made, use, sell, offer for sale, and import Viamet Derived Products in the Legacy Field and # Primary and its Affiliates shall have the perpetual, irrevocable fully-paid, royalty-free right, with rights of sublicense, to make, have made, use, sell, offer for sale, and import Primary Royalty Products in the Primary Field.

“Primary Royalty Term” means, on a Primary Royalty Product-by-Primary Royalty Product and country-by-country basis, the period from the Effective Date until such time as there no Valid Claims of any Ag Partner Patents Covering the manufacture, use, sale, or import of a particular Primary Royalty Product in a particular country.

in the event that in any country or other jurisdiction in the Royalty Territory during the Royalty Term for a Licensed Product there is Generic Competition resulting in […​…];

From the Effective Date until expiration of the applicable Royalty Term, ​.

“Royalty Term” shall have the meaning assigned thereto in Section 5.4.

Royalty Statements and Payments. Within thirty (30) days of the end of each Calendar Quarter, Licensee shall deliver to Axsome a report setting forth, for such Calendar Quarter, the following information, on a Licensed Product-by-Licensed Product, country-by-country, and Territory-wide basis: # Net Sales of each Licensed Product, # deductions taken from gross sales in the calculation of such Net Sales, # the royalty due hereunder for the sale of each such Licensed Product, including all information pertaining to the calculation of each of the foregoing, and # the exchange rates, if any, used in determining the amount of Euros.. Following receipt of such report Axsome shall invoice Licensee for the royalties due for the previous Calendar Quarter and such invoice shall be payable within thirty (30) days of receipt. On an annual basis the parties will perform a reconciliation to adjust for any adjustments to be made to Net Sales in the previous year following the reporting date for each Calendar Quarter. To the extent required under any

One-Time Royalty Fee. On the Effective Date, Commercializing Party shall pay to Licensor a fee of One Hundred and No/100 Dollars ($100.00), which shall constitute the full royalty fee due to Licensor for the licenses granted pursuant to Section 2.1.