Common use of Financial Information and Reporting Clause in Contracts

Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) The Company will furnish each Major Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred 120 days thereafter, an audited balance sheet of the Company, as at the end of such fiscal year, and an audited statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants selected by the Board. (c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, an unaudited balance sheet of the Company as of the end of each such quarterly period, and an unaudited statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plan for such fiscal year that has been approved by the holders of 56% of the then outstanding shares of Preferred Stock pursuant to Section 3.20 below (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within 20 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) The Company will furnish each Major Investor, as As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred 120 twenty (120) days thereafter, an audited the Company will furnish to Xxxxxx a balance sheet of the Company, as at the end of such fiscal year, and an audited a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by (i) a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany's Board of Directors and reasonably acceptable to Xxxxxx, and (ii) a certificate executed by an officer of the Company certifying that the terms of the Series B Preferred and the terms of all other material agreements between Xxxxxx and the Company, other than that certain License and Collaboration Agreement dated as of February 27, 1998 (the "Collaboration Agreement") between the Company and Xxxxxx and any other agreements entered between the Company and Xxxxxx in connection with the Collaboration Agreement, have been complied with. (b) So long as Xxxxxx shall own not less than 5% of the Company's outstanding capital stock, the Company will furnish Xxxxxx prior to the beginning of each fiscal year a budget on a monthly basis for such fiscal year (and as soon as available, any subsequent revisions thereto); (c) The Company will furnish to Xxxxxx promptly after distribution (and in any event within 10 days after distribution) other reports of the Company that are publicly distributed, including written communications made generally available to the Company's Stockholders or the financial community. (d) The Company will furnish to each Major Investormember of the Company's Board of Directors, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companymonth, and in any event within 45 thirty (30) days thereafter, an unaudited a balance sheet of the Company as of the end of each such quarterly periodmonth, and an unaudited statement of income and a statement of cash flows income of the Company for such period month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof)applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plan for such fiscal year that has been approved by the holders of 56% of the then outstanding shares of Preferred Stock pursuant to Section 3.20 below (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within 20 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

Financial Information and Reporting. (a) 2.1.1 The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) 2.1.2 The Company will furnish to each Major Investor, Holder as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred 120 90 days thereafter, an audited a consolidated balance sheet of the Company, as at the end of such fiscal year, and an audited a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany's Board of Directors. (c) 2.1.3 The Company will furnish to each Major Investor, as soon as practicable Holder within thirty (30) days after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereaftermonth, an unaudited balance sheet of the Company as of the end of each such quarterly period, and an unaudited statement statements of income and a statement of cash flows of the Company for such period and for the current fiscal year to dateflows, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof)principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) 2.1.4 The Company will furnish to each Major Investor: Holder forty-five (i45) at least 30 days prior to the beginning of each fiscal year an year, the Company's annual budget and operating plan for the succeeding fiscal year. 2.1.5 Notwithstanding anything to the contrary stated in this Section 2.1, the Company shall not be obligated to provide financial information to any Holder (i) if such fiscal year that has been approved by the holders Holder and its affiliates do not continue to hold at least an aggregate of 56% 500,000 Shares or at least 500,000 shares of Common Stock of the then outstanding shares Company issued or issuable upon conversion of Preferred Stock pursuant to Section 3.20 below (and as soon as availablethe Shares, any subsequent written revisions thereto); and or (ii) as soon as practicable after upon the end of each month, and in any event within 20 days thereafter, a balance sheet closing of the Company Initial Offering. For purposes of calculating the number of shares held by a Holder for purposes of this Section 2.1.5, all shares held by Holders who are affiliates (as of such term is defined in Rule 405 promulgated under the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need Securities Act) shall be attached to such statements and year-end audit adjustments may not have been madeaggregated.

Financial Information and Reporting. For so long as an Investor shall hold or have the right to acquire Restricted Securities representing 153,846 shares of Common Stock: (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) The Company will furnish each Major Investor, as As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred 120 90 days thereafter, the Company will furnish each such Investor an audited consolidated balance sheet of the Company, as at the end of such fiscal year, and an audited consolidated statement of income and a an audited consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany's Board of Directors. (cb) The Company will furnish each Major Investor, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 30 days thereafter, an unaudited the Company will furnish each such Investor the following prepared in accordance with generally accepted accounting principles (with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made), (i) a consolidated balance sheet of the Company as of the end of each such quarterly period, and an unaudited (ii) a consolidated statement of income and income, (iii) a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance date and (iv) a comparison between the actual figures for such quarterly accounting period and the comparable figures (with generally accepted accounting principles consistently applied (except as noted therein or as disclosed respect to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: clauses (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plan for such fiscal year that has been approved by the holders of 56% of the then outstanding shares of Preferred Stock pursuant to Section 3.20 below (and as soon as available, any subsequent written revisions thereto); and (ii) as only) for the prior year (if any) and budget for such quarterly accounting period, with an explanation of any material differences between them. (c) As soon as practicable after the end of each month, and in any event within 20 30 days thereafter, a balance sheet of the Company as of the end of will furnish each such month, and a statement of income and a statement of cash flows of Investor the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, following prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-year end audit adjustments may not have been made.) (i) a consolidated balance sheet of the Company as of the end of each such monthly period, (ii) a consolidated statement of income, (iii) a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date and (iv) a comparison between the actual figures for such monthly accounting period

Financial Information and Reporting. (a) 3.1.1. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof)applied, and will set aside on an its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) The Company will furnish each Major Investor, as 3.1.2. As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred 120 days thereafter, an audited the Company will furnish each Holder a consolidated balance sheet of the Company, as at of the end of such fiscal year, and an audited a consolidated statement of income and a consolidated statement of cash flows of the Company, for such each year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by one of the "big six" independent public accountants accounting firms selected by the BoardCompany's Board of Directors. (c) 3.1.3. The Company will furnish only upon request to each Major InvestorHolder owning more than 2.75% of the Registrable Securities, as soon as practicable after at the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, an unaudited a consolidated balance sheet of the Company as of the end of each such quarterly period, and an unaudited a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof)principles, with the exception option, that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) 3.1.4. The Company will furnish only upon request to each Major Investor: Holder owning more than 10% of the Registrable Securities: (i) at least 30 days prior to the beginning of each fiscal year year, an annual budget and operating plan plans for such fiscal year that has been approved by the holders of 56% of the then outstanding shares of Preferred Stock pursuant to Section 3.20 below (and as soon as available, any subsequent written revisions thereto); and and (ii) as soon as practicable after the end of each month, and in any event within 20 days thereafter, a consolidated balance sheet of the Company as of the end of each such month, and and, a consolidated statement of income and a consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon)principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

Financial Information and Reporting. The Company shall deliver the following to the Administrative Agent and to each of the Banks: (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) The Company will furnish each Major Investor, as soon as practicable Within 60 days after the end of each fiscal year quarter, internal financial statements of the Company, on a consolidated basis, including a balance sheet and statements of income and surplus, and statement of cash flows, comparing the information for the current period with the information for the same period of the preceding year, certified by the Company's president, chief financial officer or chief operating officer (each a "Financial Officer") as fairly representing the Company's financial condition as of the end of such period; (b) Within 60 days after the end of each fiscal quarter, a statement in any event within one hundred substantially the form of EXHIBIT C attached hereto signed by a Financial Officer certifying the compliance of the Company with the terms of this Agreement, and specifically certifying the compliance by the Company with the terms of Sections 4.12 through 4.15 of this Agreement, in such form and of such content as may be satisfactory to the Administrative Agent and the Banks; (c) Within 120 days thereafterafter the end of each fiscal year, an audited audited, unqualified, consolidated financial statements of the Company (with consolidating schedules, if requested by the Administrative Agent or a Bank) prepared in accordance with GAAP and certified by Deloitte & Touche, LLP or any other nationally recognized accounting firm reasonably satisfactory to the Administrative Agent, containing a balance sheet sheet, statements of income and shareholder's equity, statements of cash flows and reconciliation of capital accounts, together with any management letters written by such accountants, and a lender reliance letter from such accountants authorizing the Administrative Agent and the Banks to rely on such accountants' certifications; (d) Promptly after the filing or submission thereof, a copy of each financial statement and each periodic and other report sent to shareholders of the Company, as at well as a copy of each registration statement and other filing made by the end Company with the Securities and Exchange Commission; (e) Not later than each January 31 throughout the term of such fiscal yearthis Agreement, and an audited statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants selected by the Board. (c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, an unaudited balance sheet of the Company as of the end of each such quarterly period, and an unaudited statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and 's operating plan for such the forthcoming fiscal year that has been approved by the holders of 56% year; (f) Immediately upon becoming aware of the then outstanding shares existence of Preferred Stock pursuant to Section 3.20 below (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end Event of each month, and in Default or breach of any event within 20 days thereafterterm or conditions of this Agreement, a balance sheet written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and (g) At the request of the Company Administrative Agent, such other information as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year Administrative Agent may from time to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madetime reasonably require.

Financial Information and Reporting. (a) The Company will maintain true cause to be maintained complete books and records accurately reflecting the accounts, business and transactions of account the Company on a calendar-year basis and with sufficient detail and completeness customary and usual for businesses of the type engaged in which full by the Company. The Company’s books and correct entries records and financial statements will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with U.S. generally accepted accounting principles consistently applied principles. The Company’s financial statements will be audited annually by an independent nationally recognized public accounting firm approved by the Board of Directors of the Company (except as noted therein or as disclosed to the recipients thereof“Board”), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) The Company will furnish each Major Investor, as As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred 120 days thereafterwhen first delivered to the holders of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) or their designees, an audited the Company will furnish Investor a balance sheet of the Company, as at the end of such fiscal year, and an audited a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereoftherein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants selected by the Board. (c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafterwhen first delivered to the holders of Series A Preferred Stock or their designees, an unaudited a balance sheet of the Company as of the end of each such quarterly period, and an unaudited a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereoftherein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of annual budget for each fiscal year an annual budget and operating plan for such fiscal year that has been approved by the holders of 56% of Board, promptly following the then outstanding shares of Preferred Stock pursuant to Section 3.20 below approval thereof by the Board, with competitively sensitive information redacted therefrom (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after on an annual basis promptly following the end of each monththe Company’s first fiscal quarter, an up to date capitalization table. (e) The Company will provide to Investor any financial information reasonably requested by Investor, and in any event within 20 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company will make its management available to Investor for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madereasonable inquiries regarding its financials.