Extract to table

This letter is intended for informational and confirmatory purposes only, and in the event of any conflict between the terms described herein and the terms set forth in the License Agreement or any other Transaction Document, the terms of such Transaction Document shall control

Meridian shall pay Penterra tiered royalties on annual net sales of PPC-4187 in the Territory as follows: Following expiration of all Licensed Patents in a given country within the Territory (the "Post-Patent Period"), royalty rates applicable to net sales in such country shall be reduced to fifty percent (50%) of the otherwise applicable rate — i

Beginning with the first full calendar year following the first commercial sale of PPC-4187 in any country within the Territory, Meridian shall pay Penterra a minimum annual royalty of Two Million Dollars ($2,000,000), creditable against earned royalties for the applicable calendar year

In the event that one or more generic products containing the same active pharmaceutical ingredient as PPC-4187 achieve an aggregate market share of thirty percent (30%) or greater in any country within the Territory (as measured by volume of prescriptions or units sold, as applicable), the royalty rates applicable to net sales in such country shall be reduced by forty percent (40%) for so long as such generic market share threshold continues to be met

Meridian may grant sublicenses under the Licensed IP within the Territory with Penterra's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed

• Aggregate Deductible Basket: No indemnification obligation shall arise until the aggregate amount of all qualifying losses exceeds Seven Hundred Fifty Thousand Dollars ($750,000), after which the indemnifying party shall be liable for all such losses from the first dollar