Extract to table

75%) of Net Sales (the "Current Rate"), Solstice's running royalty rate shall be adjusted prospectively to match such lower rate, subject to the terms and conditions set forth in this Side Letter; WHEREAS, the Parties desire to establish a detailed notification protocol to govern the administration and implementation of the MFL provision, including the manner, timing, and content of required notifications, the methodology for calculating effective running royalty rates in cases involving blended consideration, the mechanics of rate adjustments, and the procedures for verification and dispute resolution; and WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement and the License Agreement, as applicable

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION 1: DEFINITIONS For purposes of this Side Letter, the following terms shall have the meanings set forth below

All other capitalized terms used but not defined in this Side Letter shall have the meanings ascribed to them in the Settlement Agreement or the License Agreement, as applicable

5 "Net Sales" shall have the meaning ascribed to that term in Section 1

10 "Adjustment Date" shall have the meaning ascribed to that term in Section 4

11 "MFL Compliance Certificate" shall have the meaning ascribed to that term in Section 6